


Of Gemstones and Watches

by Transwiththeplans



Category: Ben 10 Series, RWBY
Genre: Alternate Timeline, Alternate Universe, Crossover, Other
Language: English
Status: In-Progress
Published: 2018-12-27
Updated: 2019-05-17
Packaged: 2019-09-28 12:40:52
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 10
Words: 42,968
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17183183
Author URL: https://archiveofourown.org/users/Transwiththeplans/pseuds/Transwiththeplans
Summary: In an alternate timeline, Ben Tennyson instead travels his summer with the equally mischievous Ruby Rose. But there's something more to this girl than meets the eye, and once Ben receives the Omnitrix, their summer takes a strange, and sometimes more horrifying, turn.





	1. And Then There Were 10

**Author's Note:**

> A/N: Hello there! My name is Rosalina, and this is what I've spent a good part of my teens doing. I have partnered with my bestie on Fanfiction.net (read her stories, shes amazing) to write this story. To mash up the worlds of RWBY and Ben 10 seems odd, but it just works. There will be some changes to the designs and characters, and in time, this story will have a timeskip. There will also be some original characters, so I really hope you like them! Anyways, please enjoy this first chapter! I'll hopefully update every 1-2 weeks.

Ben Tennyson didn't really know what to say to the girl sitting across from him. Mainly because he had never seen her in his life, nor did he know the relationship between her parents and Grandpa Max. He felt a little betrayed by his grandpa, but maybe an extra passenger in the Rustbucket had been discussed before. He never really paid attention. It didn't look like the girl was paying attention either. She was too busy staring out the window, at the passing traffic, a somewhat distant look in her eyes.

The girl had nice black, neck-length, choppy hair that graduated to dark red at the tips. Not to mention pale skin, an obvious sign that she hadn't been out much. Maybe that's why she'd been forced into this. Maybe folks wanted her to make friends and get a slight tan. Still, Ben didn't really want her on the trip. The road trip was supposed to be a time for Ben and Max to bond, not for some awkward third wheel to join. (Ben hoped he was using that phrase correctly.)

Ben grumbled to himself how ruined his summer was, before his brain offered this ray of light; at least it wasn't Gwen. Little Miss Smarty Pants better remain at her stupid summer university. (Besides, who used summer to do school stuff? Lame.)

"...so, how do you know my grandpa?" Ben attempted to break the silence.

The girl looked away from the window and glanced over at Ben. "Oh? Oh, he's a friend of my dad's. My dad's kinda traveling with my sister for the next few months, and… your grandpa offered to take me for the summer."

"Oh." Ben said. She had an honestly valid reason to be here. "...I don't think I got your name, by the way. I'm Ben."

The girl smiled back, making Ben feel a little more comfortable. "My name's Ruby. Ruby Rose."

"So...where you from?"

"Oh, just some little town in the country. Never really been in a big city before, so, it's kinda overwhelming." She admitted.

"Well, Bellwood is a pretty small city. Don't see why you'd be overwhelmed."

"I suppose I have to start small," Ruby said. "That way I won't be overwhelmed by a bigger version of the experience."

Ben noted how strangely mature this girl seemed. It reminded him of Gwen. But, there was something so innocent and mischievous about her eyes, which… Ben was starting to notice. They were a beautiful silver, nothing like Ben had seen before. Shinier than any quarter or silverware Ben had ever held. He didn't think any human on Earth had eyes like that, and he wondered if that meant there was something inherently special about the girl who had them.

"So, you mind if ask why were you hanging from the tree by your undies?" Ruby teased the boy, making his face red. Ben just looked away and ignored Ruby's giggling.

This was going to be a long road trip.

-  
Maybe the shock of Ruby joining the trip wasn't the biggest thing that happened today. Seeing a meteor (or comet, Ben couldn't tell the difference) land on the surface of the Earth right near his location, check it out, and slid into the crater by accident. (Felt like an earthquake, he thought.)

The thing that fell to Earth didn't look like any meteorite or comet, to be honest. Looked like an egg. And that egg opened, and revealed…

"A watch?" Ben raised his eyebrow as he looked at the thing. "What's a watch doing in outer space?"

Suddenly, Ben felt this need to...grab it. He grinned, and reached for it... and suddenly, he had that weird wrist watch attach itself to him.

Everything else? It happened so fast. He was trying to pull it off and, but suddenly he was this terrifying fire monster in a burning forest.

It was totally his fault, by the way, but hey. Accidents happen. Sometimes you may find yourself on fire, able to manipulate and produce flames and just start a forest fire. You'll be fucked, but hey. At least no one knows that you sta-

FWOOSH! Ben was blasted with a face of fire extinguisher. He coughed, backing away. He breathed heavily, while the "flame" on his head reignited. Ruby was standing in front of him, threateningly holding the RV's fire extinguisher. Her eyes weren't showing any signs of fear, something that was a shock to Ben.

"I don't know what you are..." Ruby tried making her high pitched voice sound threatening. "But you're sure as hell responsible for whatever happened tonight."

"H-hey, woah! I didn't mean to! It was an accident!" Ben's new raspy voice defended himself.

Ruby prepared her extinguisher again. "Likely story. Who are you?"

"Ruby, it's me! Ben!"

Ruby's eyes softened a bit. "...what?"

"It's me, Ben! Seriously!"

"...ok, Ben, what happened?"

"Well, when I was walking, this meteor fell from the sky and almost munched me, except that wasn't a meteor or a satellite, but this cool watch thing that jumped up onto my wrist and when I tried to get it off, I suddenly was on fire, only it didn't hurt when I was accidentally starting this mega forest fire. I don't even know what I am!"

"Alien." Ruby said breathlessly. Her eyes were lit in this amazed look, ignoring the hot flames around her. She was too awestruck to care, and honestly, it wasn't the most appropriate reaction for the situation.

Ben just stared at her, a bit concerned. "How do you know it's alien stuff?"

"... Well, it came from the sky." Ruby defended her statement, crossing her arms.

"Ruby!" Grandpa Max ran through the flames, nearly stopping in his tracks when he saw Ben. "Wh-what is..."

"... Hi, Grandpa." Ben said nervously.

"Ben? What happened to you?"

"Well, when I was walking, this meteor…"

"Tell the story around the campfire later, Ben! Major forest fire burning out of control, remember?" Ruby reminded them.

"Right, right," Ben looked around, studying the fire. "So...how are we gonna put this out?"

"Backfire," Max thought out loud. "Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it, Ben?"

Ben smiled. "Shooting flames? I can definitely do that."

When Max saw the forest fire start, he said it was "probably some darn fool out there messing around with something he shouldn't". And he was right. Heck, that could be an explanation for everything that would happen that would happen during the summer! He just didn't expect to see a living, fire manipulating rock monster that was ALSO his grandson. It was a lot for an old man to take in.

"So, that's all that happened?" Grandpa Max asked Ben. Ben was still dealing with the shock of literally being on fire, and nervous tried to tug the watch off. Ruby innocently roasted a marshmallow, somewhat eavesdropping on the conversation.

"Pretty much, yeah." Ben shrugged, chewing on a marshmallow. "I don't even know what this thing is, or why it latched onto me."

"Maybe it's some Green Lantern stuff, like there's a whole legion of those things and you were chosen," Ruby theorized, popping her own toasted marshmallow into her mouth.

"No, it would've spoken." Ben crossed his arms, hoping his comic book smarts would help him. "That, or it would've come off someone who was dying. Plus, I would've been called in by some...council or whatever."

"Can we more focus on the watch, right now?" Max asked, a bit impatient. "I'm going to go to crash site to see if there's anything else present. Ben, don't touch that thing, and Ruby? You're in charge."

"Aw, what?"

Ruby beamed, saluted and nodded happily, before watching Grandpa Max disappear into the tree line, towards the edge of the forest and the landing of the watch… and scooted on over next to Ben.

"Lemme see." She grabbed Ben's wrist, ogling the alien device. It looked like a bulky wristwatch, primarily black and green in color, with an odd dial in the middle (like a watch face) which had a green hourglass shape.

"Pretty cool, right?" Ben bragged, flashing his device.

"Oh, definitely. So, what was it like being an alien?" Ruby inquired.

Ben shrugged. "It freaked me out at first. It was like I was me, but it was also like I was somebody else. Kinda weird, isn't it?"

"Heck yeah it is! So, real talk; how do you make it work?"

Ben nervously looked back down at the watch. "...I actually don't know. Like I said, it was a mistake when I used it the first time."

Ruby fiddled with the dial, but it wouldn't budge. "Maybe it only works for you?"

"Maybe. It is kinda stuck on me…" Ben tired to twist the dial, but nothing happened. "This is just too weird…Look, if I can figure this thing out, maybe I can help people. I mean, really help them. Not just, you know, make things worse!"

Ruby closely examined the device once more, before spying a button on the side. "Maybe press this thing?"

Ben lightly pressed the button, before the dial popped up. A silhouette of the fire guy appeared on the dial. He twisted the watch face a few times, revealing a few more silhouettes...a small one that had headphones on, one that looked like a beetle, a ghost, a velociraptor, a bulky humanoid with two sharp rocks pointing out of its back, a guy in what appeared to be a suit, a lanky humanoid with long arms, a monkey looking creature with four arms and a pterodactyl.

"I count ten aliens." Ruby said. "So… you gonna go another alien? I wanna see what else this thing can do!"

Ben turned the dial to the smaller alien. "This one looks pretty good!" Ben slapped down the dial, before he was enveloped in a bright green light. Ruby had to shield her eyes...the flash was like a green strobe light, bad for her silver eyes...and when it died down, she was face to face with...

"Aww… you're so cute!" Ruby gushed, eyes sparkling and face pinking.

Ben had turned into a small, white alien. This alien had a cube shaped head, a wide mouth and bulging green line like eyes. He had circle-shaped indents on the back of his hands, which were also green. One of his most noticeable features was a square appendage resembling an MP3 player behind his back with a port on it and had what looked like cassette tapes on his lower legs. His legs were also a bit stubby and had three 'toes'. The watch had moved onto his frontal forehead area.

"I'm… not… cute!" Ben's voice was more high pitched, and it sounded like it was coming from a microphone or a voice scrambler.

"No, seriously, you are!" Ruby grinned, petting the boy on the head. "Seriously, I just wanna hug you right now!"

"Stay… back!" Ben hissed as he walked backwards.

"No, come here!" Ruby pounced up, trying to grab the small alien. Ben just responded by… running into the forest. "GET BACK HERE!"

"No! No… hugs!" Ben yelled, a bit fearful. His eyes darted to the forest, and he made gangway right to it.

"Oh, no you don't!" Ruby seemed dead set on cuddling the little guy, as she ran after him.

Ben rushed through the forest, trying to avoid Ruby's devious urge to snuggle the little guy. The sound of her fast feet on the ground made him run even faster, and just made her even faster. Every once in a while, he'd turn around, to see she was still on his track, and coming in hot. She was fast!

"How on earth was she left in charge?" He quipped as he stopped for a few seconds to take a breather, only to have someone grab his shoulder.

"Heya, can I get that hug now?" Ruby teasingly whispered. Shocked, Ben screamed, releasing an intense sonic screech, which caused the ground to shake, as well as a tree to fall over. Ben and Ruby shot each other a look, as Ben awkwardly tried to cover his massive mouth with his tiny hands.

"That… was LOUD." Ruby commented.

"Think Grandpa heard that?" Ben nervously asked.

"Hopefully not, maybe we'll get lucky…" Ruby surmised, before something whirred menacingly behind her. Ruby looked over her shoulder to see one a menacing drone, not of this Earth, floating behind the duo. It had several small limbs armed with lasers and blades attached to its sides.

Ben turned and gasped, before the robot flew at him. Ben and Ruby ducked under the ramming robot, as it kamikazes itself a tree.

"Get out of here! I'll try to lure it out of here!" Ben yelled, pointing Ruby back the direction of the campsite.

"And I'll make sure to go hide somewhere so Max doesn't yell at us!" Ruby said as she ran back to the RV. Ben took off in the opposite direction.

The robot gave him chase, firing a few lasers. Ben skillfully dodged the blasts with his newfound agility (and anime knowledge), and hopped up into a tree branch, and then onto the robot. He took a sharp inhale, before releasing a deadly sonic blast that destroys the robot's head (which he figured was his main computer or tracking thing), and caused the robot to crash into a ditch, with Ben hopping off at last second. He rolled on the ground, and quickly stood up. Ben hoped no one saw that, as the watch started to beep red, and he reverted back to being a human.

Ben smiled as he looked down in the ditch to see the broken robot. "Ha! That'll teach you to mess with me!"

And then he heard whirring behind him. Ben slowly turned to see the same model of that robot, floating menacingly above him. His hair stood on all ends as he turned to face the thing.

"...aw, man." Ben gasped. Those are also some bad last words, He thought.

The robot pointed one of it's many laser beams at Ben, preparing to fire. Ben felt like screaming...Of course, that sheer terror lasted seconds, as the robot was suddenly clunked on the head HARD by a shovel, and that shovel was being wielded by Ruby. The robot began to malfunction and fell to the ground, as Ruby continued to beat it on the head, over and over again.

"No flying hedge trimmer is gonna hurt some member of the Green Lanterns!" She huffed, spitting on the thing.

Ben just stared at her weirdly, but was thankful she was there.

The joy of fighting off an alien from space didn't really last all that long. Max wasn't exactly the happiest when he came back to the Rustbucket, having heard the world's loudest scream.

"I was worried that you might get popular with that thing on your wrist," Max frowned, "That's why I asked you not to fool around with it until we know what the heck it is."

"Look, I'm sorry, Grandpa. But at least Ruby and I figured out how to make it work?" Ben said, with a hint of optimism in his voice.

Ruby motioned to thing. "All you do is press this button. Then, when the faceplate pops up, just twist it until you see the guy you wanna be. Slam it down, and wham! You're one of ten super-cool alien dudes!"

Max sighed and rubbed his temple. "Well, with a device as powerful as that watch clamped on you, my guess is we better help you learn… fast."

Ben and Ruby smiled, and high fived.

-  
So, maybe setting the forest on fire wasn't the biggest thing to happen today. Nor was it nearly getting the watch. Not even the drone was the highlight of the day. Rather, it was fighting the giant robot that looked like it was from a standard science fiction manga as a walking chandelier. Ben's body was composed of durable pale green crystals, sporting two crystal shards on his back, sharp blades on his forearms and a sharp point on his head. He also wore a uniform that was black on the right half and green on the left half, with a black patch on his shoulder, where the watch was located.

"Please tell me you're from the Green Lantern Corps," Ruby gushed as she glided her fingers up the crystalized arm. "Please, I need that to be a thing."

"... No, I'm not," Ben said, his voice baritone. There was also a slight crackling sound, like diamonds shifting. Did he always do that when he talked? And more importantly, what did this guy even do?

"Can one of you help me get these civilians out of here?" Max cried out, frustrated. Ben took a look over at the campsite, which was now composed of fire, helpless campers, an overwhelmed park ranger, and the giant alien robot.

"I'll go help Max, you take down ugly," Ruby told him before heading off towards Max.

Ben, unsure of what to do, ran towards the alien. "Hey!" he shouted at it. "Pick on someone your own size!" He pointed his finger at it, which, to his shock, fired a small crystal into the things chest. The robot didn't look seriously harmed by it, but Ben was busy looking at his finger tip, his face saying "how did I do that?"

… and that was when Ben learned how to dodge lasers inside a huge, hulking body. Yay, he thought sarcastically. Trying to hack and slash the thing didn't work, not when the robot could fly into the air, spin its legs, and try and slam into him like a belligerent child's toy. Ben braced himself for pain every time, but honestly? It felt like nothing serious. At least, until the robot caught him.

"Uh-oh," Ben thought as he was captured beneath the robot's feet. "I think I'm in trouble. How can I stop this guy?"

He didn't have time to think, not when the robot picked him up and threw him at a jeep. Crushing the vehicle, Ben slowly sat up, his head aching. "Come on, Tennyson, think," he muttered to himself. The robot loomed over him, its hand outstretched…

"Oh, wait, I'm a living mirror!"

And Ben brought out his two hands, directing the laser away. "What comes around… goes around!" he shouted as he moved the laser towards the robot. "Let's see how you like it, you techno freak!"

As the robot was sliced completely in half, Ben figured he didn't like it at all.

As the morning came, Ruby and Max were packing up the campsite, with Ben nowhere in sight.

"Now, where could that boy have gone?" Max wonder aloud.

"I dunno," Ruby shrugged. "I think I saw him head back into the woods for something."

"Hey guys, check out what I can do!" A voice shouted gleefully. The voice then ran around the campsite at supersonic speeds, tucking away the TV, the fold up chair, anything else they might have left outside. The voice slowed down, revealing itself to be a velociraptor looking alien (with blue and black skin, a visor that went over his eyes when he ran, with athletic-like legs that led into kinetic balls for feet, three spikes on his back and a razor whiptail) which reverted back to ordinary Ben Tennyson.

"He's my new favorite alien," Ruby declared, eyes shining. "He's a speedy dinosaur! You can't beat that."

Ben rolled his eyes, but he couldn't find it in himself to be annoyed. He thought the alien thing was cool too, so he couldn't blame Ruby for her exuberance. Dusting himself off, he said, "I think this is going to be the best summer ever."

"Yeah it is!" Ruby shouted, lifting her hand up for a high five. Ben easily returned it, matching Ruby's smile with his own.

Grandpa Max shook his head and smiled. "Well, I have to agree with you there. By the way, where did you go?"

Ben tried to hide his smirk behind a more easygoing smile. "Just had to take care of a few things before the summer really got rolling."

Somewhere back in Bellwood, two dimwits were hanging from a tree by their underwear, unsure of how they came to be there as it happened quite fast...


	2. Washington BC

**Summary for the Chapter:**

> thank

Okay, so, the alien hero gig was working out pretty well so far. Ben recently saved a family from a burning building, which was awesome, but he couldn’t be thanked for the rescue! Not even with golden Sumo Slammer cards! And then when he captured ski-mask wearing baddies from stealing bank money, still no recognition! Sure his watch had timed out and no one figured out it was him, but it was still totally bogus! The cops just laughed at him! What the actual hell?!

“Dude, you know stuff like this happens in comic books all the time,” Ruby told him as she zipped up her hoodie. It was a thin red thing, with a black zipper and a cowl-like hood that hid her face when she wanted it to. It had black rose detailing on the back and arms, and the jacket was paired with: a black tank top with red rose stitching all over the front; black shorts with distressed detailing; red tights that faded to black near the feet; and black combat boots with red laces. Honestly it made her look like a total goth, but considering Ben just normally threw on whatever (in this case olive green cargo pants and a white t-shirt with a single black horizontal stripe down the center, along with black on the short sleeves) he wasn’t going to complain.

“What do you mean?” Ben asked, getting back to the topic at hand.

Ruby rolled her eyes, but he didn’t take it personally. She wasn’t Gwen, after all. “I mean, it’s normal for heroes to not get recognition in the comic books. No one knows you’re a shapeshifting hero, and if you don’t want bad guys after you you’ll have to keep it that way. It’s superhero-ing 101.”

“...true,” Ben conceded. Suddenly, he was very glad that it was Ruby and not Gwen joining him this summer. Gwen was smart, but she was also condescending and shrill. Ruby was also smart, but she at least talked in layman’s terms and didn’t make him feel like too much of an idiot for not knowing something. Not to mention, they had a lot of the same interests and mischievous behaviors. Plus, her voice just sounded nicer to listen to.

A few minutes later found them in the local Mega Mart, which was basically every super sized grocery store ever created in one convenient location. Grandpa Max was muttering about no one ever stocking fresh octopus, and Ruby queasily asked, “Uh, Max? No offense, but could we have a normal dinner? You know, one that doesn’t involve stir-fried tentacles?”

Grandpa Max laughed heartily. “Nonsense! Now where do you suppose they keep the sheep’s bladder?”

“I’m gonna hang out with Ben now, bye,” Ruby said a rush, running as fast as she could away from Max. She was actually pretty fast for a kid her age, almost like a red-black blur. She stuck up the front of her foot and glided on over to Ben, using her heelys.

“Do you seriously use that stuff?” Ben questioned.

“Well, yeah! I think they’re pretty neat.” Ruby smiled.

The two children found themselves in the cereal aisle, with Ben happily crowing over one particular box. “Sumo Slammer cards, heck yeah!” He turned to Ruby, ecstatic. “What are the chances I’ll find a golden card in one of these?”

“Honestly? Slim to none,” Ruby told him, shrugging his shoulders. “You don’t have a smart alien that’ll help you figure out which box has the golden card. Not to mention, it’s not like you can open all these boxes to find it.”

Ben frowned. “Ugh, I hate it when you use logic.” He put the box away sullenly. 

Ruby bit her lip. “Isn’t there a bunch of Sumo Slammer packages out front? You’d have better luck there. My sister once pulled out one from those.”

“True,” Ben said slowly, brow furrowed. “I never seem to have the best luck with that stuff.”

“Dude, always weigh the packs. That’s how you know you’ll get lucky.” 

“Where’d you hear that tidbit?”

“Friends from school.”

“I really need to meet your friends if they’re this knowledgeable in the topic.”

And then the wall nearby exploded, revealing an elderly man on a giant mutant frog. Ben nearly snickered at the sight, but then the giant frog almost ate a guy.

“Uh, we got a grab-and-dash in Electronics,” A security officer spluttered into his walkie talkie, “Male, five-foot-six, riding on a giant frog or a toad. Trust me, you can't miss him...and beware the frog.”

The man smiled as he hopped off the frog, and made his way down the aisles. Ben and Ruby stared him, wide eyed. The old scrawny guy had pale green skin, yellowish eyes, and shoulder-length white hair. He wore red goggles and this stranger teched out strainer on his head, along with a long green lab coat and and black, fingerless gloves. If he had a brain dome, Ben would’ve thought he was the human version of Mojo Jojo. 

“Don't be a hero, kid. Just run along and play.” The man badgered. The mutant frog behind him stared the two down, it’s throat inflating menacingly. 

“I wanna say I’m surprised, but I’m really not,” Ruby said. And then she spotted the nearby motor scooters. “Go hero, I’ll distract it!” she ordered, already putting on a helmet. It was all Ben could do to not stare after her as she motored over to where the mutant frog was. Seriously, what was with this girl? How could she stay so calm when it came to aliens?!

Ben scrolled through the watch, reaching the icon of the monkey looking alien. “Best time to use him, I guess.” He slapped down the watch, as green light enveloped his body. When it cleared, he had four arms, four pairs of green eyes, two legs, three fingers on each hand and three toes on each foot, blue fur over a dark blue center, and a tail with two stripes near the tip. The watch was located on his chest. 

“What did I call this guy? Spidermonkey or something?” Ben questioned himself, as the frog suddenly charged at him. Ben yipped, as he suddenly leapt from the floor to the ceiling.

“Seriously, what do they put in the pet food around here?” Ben griped as he prepared for the attack. The frog continued to charge at some random store goer, but Ben aimed his tail at him and shot a web out of it, which stuck onto the guy and pulled him out of the way. “Check it out! Hands free!” Spidermonkey continued to walk on the ceiling, pulling customers out of the frog’s way via his web. 

“Gotta lead that thing somewhere remote! But where to?” He thought out loud. Suddenly, the loud screech of a hamster was heard. (Ben didn’t even know hamsters could screech, to be honest.) 

He turned his head to the source, and saw Ruby leading the ravenous giant hamster on a truly epic chase throughout the store. The hamster was knocking down aisles and shelves, which gave Ben ample opportunity to capture the frog there. He shot a flurry of webs out from the tip of his tail, dodging and weaving attacks from the frogs mouth. “Ew…” He quipped as the slimy thing narrowly hit his chest.

However, Ben wasn’t able to do some serious damage to the frog. His plan was use the web to stick the stupid thing to the floor, but the frog’s giant tongue clotheslined him at the last second and he went careening down the tiled floors, crashing into a cashier stand which stopped his descent. 

“Ow…” Spidermonkey muttered as he turned back into Ben. 

Luckily no one noticed his change, especially since Animo and his freaks were gone, and Ruby had taken out the hamster by… squishing it under a bunch of heavy shelves? And there was blood and guts everywhere, ew, ew, ewwwwww-

“Nah man, hero-ing is its own reward,” Ruby said dismissively. Ben tore his gaze away from the corpse and looked to Ruby and the store manager. He had missed the exchange, but he could guess that she refused any prizes for saving the oversized store. Which sucked because what was the point in being a superhero if you didn’t get free shit out of it? 

But then Ruby palmed him the golden Sumo Slammer card and quietly shushed him, pointing to Max’s back. And Ben beamed at her as he pocketed the laminated paper, suddenly deciding that Ruby Rose, while a stickler for rules, wasn’t so bad after all.  
-  
Ben learned a lot about Animo while chasing his parrot. Five years ago, Dr. Animo was a promising researcher in veterinary science. But it turned out he was doing all these twisted genetic experiments where he was mutating animals, and when he didn't win some big prize called the “Verities Award”, he flipped out. 

“I saw his mutate that hamster first hand,” Ruby mentioned. “Said something like, ‘Arise to your full potential, my pets!’” 

“So, why rob the store?” Ben asked, “you’d think a guy like that would rob somewhere more...cooler?”

“He needed batteries.”

“...are you serious?” 

“Yeah, that’s not a joke. Dude needed batteries.”

“...wow, what kind of budget does his field have that he needs to steal batteries?”

Max growled, as he watched the parrot fly off. “We've lost him. He could be going anywhere in Washington D.C.”

So, in all of Washington DC, which place had the most use for Animo? Was it A) a zoo, B) an animal shelter, or C) a natural history museum?

If you thought A or B, you were wrong. C was apparently a lot more valuable to a Animo, for one reason alone. Ben carefully studied a giant feather outside of the museum, and looked to the doors. 

“Something tells me we're on the right track.” Max commented. And yes, they were. Animo was setting up shop next to...

“A dinosaur?” Ruby asked, looking up at the skeleton of the T-rex. “What makes you even think that thing is real?”

Animo huffed as he turned around. “You are very persistent. I hate persistent. See, I only needed a few components to push my work into phase 2: The re-animation of dormant cells.”

“...uh, does this guy come with subtitles?” Ben quipped.

Animo rolled his eyes behind his ruby colored glasses. One reason I could never become a teacher. “Breathing life back into that which has been long since lifeless.” He explained. “Like a zombie.”

“...so, you robbed a store to reanimate a fake dinosaur?” Ben asked smuggly.

Animo got red in the face with anger, but began to laugh madly. “You know,” he said between chuckles, “I should be thanking you, boy.”

Ben raised an eyebrow. “Me? What do you have to thank me for?”

“For being my inspiration! You see,” Animo began, “just a few days ago, I was ready to give up on my plans. I had no real driving force to ever complete my plans. At best, I’d just...harass him anonymously. But there’s no pride in that. Just about when I was going to throw in the towel, I saw a news report on TV...about an alien.”

Ben turned white. “Oh no.”

“That crystal headed alien...made me elated! The proof of extraterrestrials! The possibilities for splicing! This experiment could be a stepping stone for my future!Now! Behold the genius that is Dr. Animo!” He said as he aimed his transmodulator (which Ruby said made him look like the member of the moose lodge or something) at a display of a mammoth, which surprisingly came to life. Animo fled the scene, as the mammoth began to angrily glare at the heroes.

“Uh, now would be a great time to go Hero?” Ruby asked.

“Don’t need to tell me twice! You guys get Animo,” Ben said, activating the watch. “I’ll take Snuffleupagus here!” He twisted the faceplate to the icon of a beetle like alien, and smacked it down; his lower mandible suddenly increased in size, and his body became this strange humanoid-insect alien with some shark-like characteristics mixed in. He had a long horn that forked at the top, resembling that of a Japanese rhinoceros beetle. He was a quadrupedal guy too, with a tough shell protecting his back. The watch rested on his underbelly.

“Let’s wrestle,” Ben smiled, as he suddenly charged at the mammoth. Ben thrusted his horn into the mammoth, before ramming it across the room, and eventually slamming it to the ground. Ruby and Max took this distraction to follow Animo. 

Of course, Animo wasn’t a complete idiot (at least for now); he knew the boy would handle the mammoth, but who was going to handle a giant mutant parakeet?

Ruby, actually! She grabbed a nearby spear from a display and started to beat on the stupid bird until it was eventually knocked out. 

“Looks like your practicing is really paying off,” Max smiled.

“Hey, Ben can’t steal all the action.” Ruby joked.

Speaking of Ben, the mammoth was actually putting a good fight. Especially since it managed to flip Eatle over on its shell. 

“Aw, man! Stupid shell...should’ve gone for that weird mollusk guy!” Ben thought to himself. The mammoth sent him flying down into a T-Rex with a whack of its mighty trunk. 

“Oh, YOU are going down, peanuts!” Ben then started to consume the remains of the T-Rex display, which made him grow significantly larger than he was before. The mammoth breathed heavily, before the two clashed again, with the mammoths tusks readying to flip Ben over. However, Ben had a trick up his horn.

You may think, oh, is he gonna somehow overpower the mammoth? Nope. Just use a laser beam.

Yeah, Eatle could shoot out a laser from his horn, in order to remove some waste from his body...and also to catch people off guard. The mammoth was destroyed in the blast, leaving nothing behind. 

“...huh, kinda forgot about that!” Ben said to himself, feeling proud...before the mighty roar of the Tyrannosaurus rex caught him off guard. In came Animo, riding the back of a T-Rex. And it looked horrifying, because Ben could see some of its flesh and bones peeking through a sore on its back. 

“I'd love to stay and examine that watch of yours, but I need to claim the award I so richly deserve!” Animo laughed. 

Ben thought that he could just ram into Animo and just stop him right then and there, but then he saw the parakeet fly by, with a blur of red in its talons…

“RUBY!” Ben yelled, chasing after the bird. 

“It’s what she deserves for killing my precious pet!” Animo declared, before stomping away on his T-Rex.

“Well, it tried to kill me first!” Ruby yelled.

Ben then faced a quick dilemma; who should he shoot with his horn laser, Animo or the parrot? Well, with Animo, it would surely destroy the king of the dinosaurs, but then again, Ruby would still get taken by the parrot. But, if he shot the parrot, then Ruby would get hurt and Animo would get away and surely kill that guy that won the award over him. But what if he shot them both at the same time? It seemed rather infeasible given his horn could fire one at a time, but still, it was an op-

BEEP. Ben suddenly found himself back in his human form, watching both opportunities disappear before his eyes away, but mainly focused on Ruby. His stomach ached as he felt guilt wash over his body; had he been faster, maybe he could’ve saved her...but his thoughts were suddenly washed away when the Rustbucket pulled up next to him.

“Come on,” Max declared, “we got a bird to catch!”  
-  
Ruby didn’t like being a damsel in distress. But, yet, here she was, dangling off the top of the Washington Monument, by an oversized parakeet. “I hate reality sometimes.” 

Thankfully, Ben and Max had gotten her location from her phone. She just hoped Ben had the right alien for the job.

And thankfully, he had. “Pterodactyl!” Ruby happily gasped, as Ben appeared, in a form she really hadn’t seen. The form did indeed have a pterodactyl like appearance, having a beak-like mouth. His wings were wide, and he had green eyes, brown skin,   
a sharp tail and brown wings, with something that looked like a jetpack on its back. It reminded Ruby of that one boss from Metroid, the one her sister always beat for her. 

“No!” The form squawked. “Astrodactyl!” 

The mutant bird squawked back at Ben, before flying away with Ruby. “Watch the nails there, Polly!”

Ruby gasped as she watched the ground beneath her quickly pass by, while Ben pursuited the beast. Ben was obviously having fun with the form, quickly maneuvering around the bird. The bird was obviously being overwhelmed by Ben’s quick movement, so, to get Ben off its tail...it dropped Ruby.

Ruby screamed as she plummeted to the ground, her short life flashing in seconds her eyes...before she was quickly caught by Astrodactyl. “Consider this a thank you for the Sumo Slammer card.” Ben smiled, his voice very parrot like. Ruby was amused by it, his voice was oddly cute, whattttt….

“Thanks.” Ruby nervously smiled. “...Now, can you let me down? I’m trying not to have a heart attack tonight.” 

“Oh, yeah, sure.” Astrodactyl said, as he began to drift downward. “I’ll stop Big Bird and then take care of Freakamo. Piece of cake, right?”

“Well, given dinosaur facts…” Ruby said as Ben set her on the ground, “I think the T-Rex would win given the smaller, frailer form of the pterodactyl. You know, cause the T-rex has a large jaw, size…”

Ben looked at her, insulted. 

“What? It’s facts.” Ruby shrugged unapologetically.

“Oh? Really then!” Ben squawked, before flying off. He opened his mouth wide, and fired a flurry of strange, green wisps that flew at the bird, exploding upon contact. The bird fell to the ground, with a big SPLAT! “CAN PTERODACTYL’S DO THAT?”

Ruby blinked. “...yeah I think you win the match up.”

Ben cheered wildly, his voice reaching a screeching crescendo. Ruby slapped her hands over her ears and winced.

“DUDE! STOP!”

“Sorry,” Ben said in a much quieter tone, as he flew off to find Animo at his rival’s lab, attacking and destroying the place on the T-Rex. It reminded Ben of Jurassic Park 2, but he was sure that this would make a better movie than that shitshow. 

Not to mention, he got there in the nick of time! The winner of that award found himself about to kibble for the T-Rex...and just as he was about to fall into his mouth, in came Ben, snatching the guy out of harms way.

“Are you ok?” Ben asked, as he set the guy down. All he did was scream, and run out of the place. “...I’ll take that as a yes.” Ben turned around to see Animo, still destroying the place with his T-Rex. 

“Alright, let’s see who wins this match up!” Ben squawked as he fired a powerful beam of star energy from his mouth; it pierced the side of the dinosaur, and left a large hole in its side…and down it fell, losing its reanimated form rather quickly. Animo let out a rather over dramatic “NOOOO” as it fell to the ground, with a mighty crash.

Ben flew on over to see Animo’s transmodifier in pieces, as well as the award he wanted. Animo was struggling to get free from under the rubble, and glared daggers at Astrodactyl.

“You’ll pay for this, boy! I swear it on my life!” Animo was having a total hissy fit at the moment. It made Ben a little bit scared to see a grown man in such a state.

“Jeez,” Ben frowned. “Looks like someone needs to cool their jets. Well, I’ll leave you to your tantrum.” Ben picked up the remains of the transmodifier. “I’m sure my grandpa will get better use out of this strainer than you. Later!” Ben flew off, leaving Animo both annoyed...and interested in what he could do with that strange device on the boy’s arm.


	3. Permanent Retirement

Ruby Rose turned out to be a much better companion than Gwen ever could be. Which really wasn’t much of a stretch- Ben hadn’t been expecting much when it came to getting along with another girl, but Ruby was… actually pretty cool to hang out with.

Sure, she was naive and a little too innocent for her own good, but there was a mischievous side to her that Ben could appreciate, like how Ruby had come up with the idea of supergluing Cash and JT’s lockers shut so they couldn’t get inside, but not before taking out their school things and throwing them away. Or that there was an eerie sort of maturity to Ruby Rose that tended to pop up whenever there was a supernatural attack, always taking charge and acting as Ben’s support, maybe more of a leader figure. It was pretty cool, having his own partner who watched his back when he needed it.

Plus Ruby knew so much about comic books and anime and manga. Not many other kids his age would admit to liking that stuff, and while Ben and Ruby had different tastes there was a sort of kinship there that only came from two people who had been ostracized for their preferences suddenly finding common ground. (Though it helped that Ruby liked shounen stuff as much as Ben did, she just preferred darker things, the emo.) And Ruby was… kind of cute? She had a nice smile and a voracious sweet tooth, and it was just really hard to stay mad at her when she used those puppy dog eyes of hers- it was just easy to let her have her way, though Ruby rarely abused the privilege. She was a nice kid like that.

Though speaking of Ruby’s sweet tooth…

“How much cookie dough ice cream can you fit into a cup without charging me a fortune?” Ruby asked in a rush, already drooling. 

“Why,” Ben stated. “Why are you like this.”

“Shush. I deserve this. Literally survived an attack by a killer fish stick, let me have this,” Ruby said, eyeing the cookie dough ice cream.

“And for you?” The older employee asked Ben. Ben thought for a second, before hearing a loud, metal thrash outside. He mischievously grinned, knowing something was up.

“I’m gonna go with rocky road,” he quipped. He then turned out the door, activating the watch. The man just stared at him as he ran outside.

(“...the heck was that about? Kid can’t just run away when he’s giving his order,” the employee thought.)

Ben twisted his watch faceplate to the icon of a lanky looking alien, and slapped down the icon. Circuitry ran up all across his body, white clothing on his front torso and the watch symbol was on his chest. He called this form Upgrade, and it was Ruby’s second favorite, thanks to technological versatility. The guy turned a toaster into a laser blaster; that was an amazing morning well spent.

It didn’t take long for Ben to deal with the robbers, especially as Upgrade. He merged with the ATM, his green form melding with the machine, turning it green and black, just like him. “Your card has been denied!” Ben quipped, before he shocked the guy attempting to hook to the ATM. He then hook, and into the car. The driver attempted to start up the engine, before he sniffed the air...it smelt like hot glue being burnt. Suddenly, his car turned the same green and black colors. Ben smiled (or at least, he was, you couldn’t really tell with Upgrade’s face being limited to a circle) as he made the steering wheel vanish.

“Anyone up for a joyride?” He started up the car and started to do some stunts he’d seen those daredevils on TVs do. The driver begged and screamed for help, but Ben simply turned on the radio and cranked the speakers up to the highest setting.

Ruby and Max even got a few licks in, with Ruby kicking a guy in the head while grandpa punched out a guy’s tooth. It was a good day.

Ben dragged the driver from out of the car, and onto a pile of the knocked out baddies. “Aw, yeah! Now, grandpa, where to next?”

“Well, we got an invite from your Aunt Vera…” Max smiled.

Ben’s circular face shrank. “...oh no.”  
-  
“This summer was supposed to be about fun,” Ben griped as Ruby finished up the dishes. “Not hanging out in some old lady’s place.”

“I don’t normally hang out with old people, so I wouldn’t know,” Ruby admitted. “I’m just hoping your aunt doesn’t mind me being there.”

“She won’t,” Ben said dismissively. “Aunt Vera likes everybody, you’ll be fine.”

“She’s right,” Max said happily as they pulled into the retirement village. “Just watch your cheeks, Vera’s a pincher.”

(And she was. Dear lord she was.)

“This is gonna be so boring. Their idea of excitement in this place is probably watching the grass grow.” Ben rolled his eyes.

Of course, the second he said that, something interesting happened; the RV drove by this house, where some old geezer was fixing his roof. He stood up for a second, and lost his balance...Ben was about to jump into action to save him, but to his shock, the old man did a backflip and landed feet first on the ground!

“Woah!” He tugged on Ruby’s arm. “Did you see that?”

“See what?” Ruby asked, turning her head around. “Are you really getting excited about some old guys playing shuffleboard?”

“No, some old dude just did a flip from the roof! It was weird.”

Ruby raised her eyebrow a bit. “You sure it wasn’t the heat playing with your eyes?”

Ben nodded. “I’m sure of it, you gotta believe me!”

“Alright, fine. Maybe we’ll have something interesting happen this weekend,” Ruby shrugged.   
-  
In the end Ben was right, Aunt Vera adored Ruby. It was kind of hard to blame her, since Ruby was pretty cute for a kid her age- not that Ben noticed, nope, girls had cooties and he wasn’t interested. But aesthetically speaking? Ruby was cute, and it seemed like Aunt Vera ate that up.

But then Ruby took a look at what Ben’s aunt offered as candy and gave him a haunted look. She literally took his hand and dragged him into the hallway. 

“We need to get out of here,” she whispered, eyes bright with tears. Ben nodded grimly before they walked out from the corner.

“Um, hey, we’re gonna go for a walk around the place, is that ok?” Ben asked.

“Sure! Just make sure you two are back before Max and I do bingo tonight, ok?” Vera smiled.

“Got it,” Ruby said, already grabbing her backpack and dragging Ben out the door, “See ya!”

“Did grandpa really agree to bingo?” Ben questioned as they walked through the neighborhood. “That’s the most Grandpa thing I’ve heard him do all summer.”

“Tell me about it,” Ruby frowned. “The heat is messing with his mind too, it seems.”

“Speaking of heat,” Ben added, “Seriously, why do old people have to live where it's so hot?”

“Well, dad always said to hydrate when it was this hot,” Ruby smiled, as she pulled something out of her bag...and promptly shot Ben with a blast of water. 

“Hey!” Ben frowned, as Ruby ran down the street laughing. Ben chased after her and—wow, Ruby was fast—he actually considered going Water Hazard to teach her a lesson...but he noticed Ruby had stopped up ahead. She seemed to be looking at something, by one of the houses.

“What? What’s wrong?” Ben asked. 

“I think we’re being watched,” Ruby whispered, “might wanna look around.” Ben turned his head, and in every window, he could see one of the blinds lifted up ever so slightly, and old, elderly eyes staring daggers into the children. Ben felt fearful and unmistakably cold just from the quiet eyes peering at them.

“...yeah, should we check it out?” Ben spoke in a hushed undertone.

“Definitely.”

They both snuck around a corner, and Ben slapped down the watch; immediately, he shifted out of the mortal plane, temporarily dying. Ruby shielded her eyes as the light flashed…when it died down, she was face to face with Ghostfreak, a phantom-like alien with a gaseous appearance and claw like hands. He had grey skin with black lines running all over him. Black and white tentacles wrapped around his body, and the watch peeked out of his skin, near his lower left chest. He smelt like dust, according to Max and Ruby.

“Let’s go.” The ghost spoke in a low, chilling tone, making Ruby feel a bit uncomfortable. He grabbed Ruby’s hand, turning them both intangible and phasing through a wall, right into the blazing sunlight.

It didn’t take them long to discover everyone in the little village apparently had ninja skills. Seriously. Ninja old people with super stretchy limbs and an almost eerie gelatinous form. Their movements were almost alien, and so was their behavior; as they phased through some houses quietly, the elderly were incorrectly doing basic tasks. One was vacuuming their walls, another was watering everything BUT the plants, and the last ate a fly from off the ceiling.

“Seriously, this is creeping me out,” Ben commented in his whispering, faint voice. 

“Ok, when the ghost alien is scared, I’m scared,” Ruby said as they floated through the backyards. “We have to tell someone!”

“Oh, absolutely...but first…” Ben’s eye traveled on its track to spy something moving behind them, and it was perhaps the most disturbing thing they saw; Vera’s neighbor, Marty, taking his rug into this building. He’d loaded it onto his golf cart...and then he literally STEPPED over the gate like it was nothing. His elastic limbs returned to their normal shape as he opened the door.

“Ok, barring the elastic oldie, what do you think is in that thing?” Ruby whispered, her voice fearful.

“That’s what I want to find out.” Ben flew over, phasing quietly through the gate, and through the building, to this creepy cellar door...and then promptly timing out. The two were visible now, and Marty certainly noticed the bright light and loud accompanying noise. Marty’s head swiveled a full 180, as it stared into the very souls of the children…

And they screamed, already making their way over the gate. 

“CLIMB! CLIMB FOR YOUR FUCKING LIFE!” Ruby shrieked.

“I’M TRYING!” Ben shouted, as Marty began to slowly saunter on over, making guttural noises. The sheer thought of what Marty was planning to do him was enough of a start to get him over the fence and into the golf cart with Ruby. The two drove off, with Marty just menacingly standing on the other side of the fence.

“Ok, that…that was crazy!” Ben huffed.

“I don’t think it’s over,” Ruby gulped, looking behind her shoulder. Marty was stretching his form down the street, his body contorting in ways a human body should never be able to. His elastic limbs shot out at full force and attacked the cart. Ruby began maneuvering around his attacks, but due to her being a child and only having a real experience driving via Mario Kart, she didn’t really last long. 

They both trashed the cart on after hitting a curb, and they miraculously weren’t hurt- or, for now, because Marty was literally charging at kids on all fours and advancing even faster than before. The two began to run away, across an empty lot. 

“Now would be a great time to go alien, Ben!” Ruby nudged him repeatedly.

Ben repeatedly pressed the activation button, but nothing happened. “It’s still on recharge!”

“WE’RE FUCKED!” Ruby yelled, as she braced herself to be attacked by the nightmarish geezer...and pulled out her water gun. It was instinct; she didn’t want to die and her brain just said “fuck it”, her true self shining through one last time...

But to her shock, Marty halted in his tracks and screeched, running away from the water gun wielding girl. Ben and Ruby shot each other a look, before looking at the plastic gun.

“Uh... what just happened?”  
-  
Ben and Ruby ran into the kitchen, panting heavily and sweating like dogs. They’d run the entire way back to Vera’s, fearful that Marty would come back. 

“Holy shit that was intense.” Ben wheezed, slumping against a wall.

Ruby peeked through the drapes, looking all around to see if Marty was around. “Can that settle for the scariest moment so far this summer?” she inquired.

“It’s a bit early to say that, but yeah,” Ben countered, “that takes the cake.”

“Kids? What’s wrong?” Ben and Ruby spun around to see Vera and Max, looking concerned.

“Oh, nothing!” Ben replied. “It’s just...really hot out there, you know?” Max immediately knew something was afoot, but said nothing in order to keep Vera out of the loop.

“Yeah...we were kinda fooling around with a water gun I brought, that’s all!” Ruby smiled ever so innocently.

“Well, you two wash up, ok? Max and I are heading out to bingo soon.” Vera smiled, as she left the room to go get ready. Max made sure she was out of ear shot when went over to the kids, switching over to his more “alien conspiracist” persona.

“Now, what really happened?” Max asked.

“Ok, this is gonna sound crazy,” Ben began, “but…”

Ruby grabbed onto Max’s shirt. “Vera’s neighbor is a walking nightmare! Seriously, the guy chased us on all fours!” she explained in a rush.

“Yeah! And he was dragging something into this cellar behind the activities building,” Ben added.

Max raised an eyebrow, and scratched his chin. “Hm. Well, I’ll keep an eye out for him, then. You kids best stay indoors, in case he comes back. And stay low. I have a feeling he isn’t the only person like that here.” 

Ben and Ruby nodded. “Gotcha.”

Vera came back out. “There’s dinner on the stove if you two get hungry, ok? Now, come on, Maxie! Wait till you see how fast I can rack up those bingos!” 

“Be right there!” Max returned back to ‘fuddy duddy’ self. “Now, you two behave. Don’t leave the house, ok?” 

Ben and Ruby watched them leave the house and walk down the street. Ben immediately made sure the door was locked and every window was shut. 

“So,” Ben asked, as they began to rummage through the kitchen, “any theories on what happened with Marty?”

“I’ve got two,” Ruby introduced, “Theory one: it’s some body snatcher stuff, with these aliens taking over their hosts and using them for something. And, theory two: the elderly here have some kind of freaky mutant powers, and feasts on other oldies.”

“That’s dark.” Ben commented. “I think these old geezers are like the aliens in They Live; they’re just walking among us until it’s time. Maybe we’ve come across one of their bases, or maybe we’re stopping a global invasion from happening.”

“That one seems more plausible, to be honest,” Ruby said, opening the fridge. She browsed through her selections of drinks. “Let’s see...prune juice, prune juice, prune juice...and look, prune juice! Come on, Vera, shake up the drink menu a bit…”

Ben lifted the pot on the stove to see their meall. “Yeah, I don’t think prune juice and Spongebob shaped Mac and Cheese will go well together.” 

“Let’s just use tap water instead.” Ruby said, pulling out some cups from the drawer. “Speaking of which, why do you think Marty flipped when he saw the water gun?”

“I dunno, maybe he thought it was some sort of blaster?” Ben theorized. “I doubt water guns are a thing where they come from.”

“You may have a point there,” Ruby replied, piling up the mac and cheese on her paper plate. 

“I know Grandpa said we should stay here, but seriously, we should check that cellar out,” Ben suggested.

“I was thinking something like that too, but we have to be careful. Do you think we could use Ghostfreak again?” 

“I freaking hope so,” Ben said flatly. “I’m lucky I got him the first time, cause recently this watch’s been giving me all the wrong aliens!”

Ruby winced as she swallowed her food. “Yeah, that’s true...but we should definitely stock up on items if you don’t get Casper.”

“That, and we better plan a quick route to this place.” Ben pulled out a map of the neighborhood and a sharpie.   
-  
Inside Ruby’s bag: the water gun, some water bottles for both drinking and refueling the gun, a camera just for some evidence (and memories) and two flashlights.

“If this was our kit during the apocalypse, we’d be dead.” Ben sighed.

“Well, Vera’s got no weapons in the house! She really needs to get some.” Ruby pouted.

Ben slowly opened the door, and peered both left and right, making sure no was around. “The coast’s clear.” The two snuck out of the house, and started on their sneaky route. Ben and Ruby planned for the route to snake through quiet, narrow places that only they could really fit through. Ruby made sure no one followed them, occasionally looking over her shoulder.

However, when they got close to their destination, Ben stuck his hand out, and took Ruby over behind a dumpster. Ben and Ruby peered out, to see Marty and some other oldies on a cart. They pulled over on the side of the road, and got off. If they didn’t know Marty was a shapeshifting freak, this would look innocent. Their conversation, however, was far from that.

“Is the food supply ready for transport?” An older gentleman asked.

“It appears we have all but a few left,” Marty answered. “The pods are in the final stages of gestation.”

Ben and Ruby’s hearts skipped a beat hearing the words “food supply”, “few” and “gestation”. They didn’t know what gestation meant, but given the context clues, it was the furthest thing from good.

“What about the young ones?” Marty frowned, causing Ben and Ruby to hold their breath. “Any sign of them?”

“Too chewy. They need to age more before they get nice and tender.” One of the old ladies commented.

“I'm not talking about eating,” Marty said grimly, “they suspect too much.”

“Well then...we best go search for them.” And they split up, not a single one even going down the alleyway from which they were hiding.

“...ok, so, my theories were closest,” Ruby commented. “Just...kinda fuse them together.”

Ben frowned. “I think that cellar is where their pods are! We have to get to that thing, fast!”

“And maybe I can help with that,” a voice from the shadows said.

Ben and Ruby turned to see Grandpa Max stepping into the light, and felt a little relieved. “You hear that conversation too, Grandpa?”

Max nodded. “You betcha. Come on. We’ve got sometime before Vera gets suspicious about my trip to the bathroom.”

And the three ran through the building to the cellar door. Surprisingly, no one noticed the three of them, but Ben figured it was because they had lousy security. However, their trip had an unforeseen obstacle. A lock.

“Must’ve locked it up to keep outsiders from getting curious,” Max commented. “Ben, now would be a great time to use the Omnitrix.”

Ben paused. “The what?”

Max spun around. “You know, the Omnitrix. Your watch.”

“...we didn’t know the name of the watch at any point.” Ben said, his eyes narrowing. “How’d you find out?” He and Ruby backed away, fearing the worst.

“I, uh...I heard some of those oldies talking about something called the Omnitrix! They said it was…” Max fumbled over his words. “I...uh...aw, screw it!” His face and body contorted horrifically, and revealed its true form, a green semi-humanoid blob. Their dirty pink colored organs were protected by their blobby body. They had multiple eyes and fin-like protrusions with misshapen body parts. Ben and Ruby went white upon seeing the thing.

“What the fuck are you?” Ruby yelled.

“We are the Limax!” The creature gargled, “we’ve infiltrated thousands of planets, and we’ve finally found a taste that can quench our needs...for now. These past few days have been easy hunting!...until you showed up.” The monster walked closer to the kids.

”I don’t know what you’ve done with my grandpa, but I’m sure gonna force it out of you!” Ben declared, twisting the Omnitrix’s faceplate to the Heatblast icon. “Time to turn up the heat!” Ben slapped down his wrist, flaming rocks growing on his body.

“Say hello to Heatblast, you gelatinous freak!” Ben roared, sending a ray of flames at the monster. The Limax seemingly burst from the fire, only for it to literally collect itself.

“Foolish boy!” the creature sneered. “My species loves the heat! Your Pyronite form won’t work on me! Why do you think we came to the desert in the summer?”

Ruby, who could feel the searing heat in the air, shouted, “We need to get out of here!”

But just as she turned to flee, the Limax pounced on her, wrapping itself around her neck and lifting her up off the ground. “Do you really think you can escape me so easily?”

“Let her go!” Ben shouted frantically, sending a rainfall of flames around the cellar, hitting all the extra aliens in the room and making them burst on contact. Ruby glared at the Limax holding her hostage, her hand wrapped around her water-

“Yes, burn brighter,” the creature sneered, “make me stronger-”

Flames snapped at his back, just as Ben intended. The Limax snarled, and with that distraction Ruby sprayed him with water and got out of its grasp.

The droplets hit the alien, and the Limax shrieked in pain, parts of it dissolving even as the flames continued to grow. Ruby aimed and pulled the trigger, emptying her water gun at all the Limax and making them scream. 

The Limax partially dead, Heatblast sent fiery wind at the cellar door, the wood hitting the walls with a deafening THUD. “We gotta bail!” Ben said, and the two of them ran out of the building, just as the entire thing started to go up in smoke.

Ben turned human just as the two of them found an empty alleyway to hide in. The building was merrily burning away, wood splintering apart and sounding suspiciously like thunder. “Tell me,” Ben panted, “does it still count as arson if you were defending yourself?”

“Who cares? I just count that as a win,” Ruby said, her heartbeat finally slowing down. She held up a water bottle and carefully refilled her water gun. “Especially since we now know those things’ weakness.”

“Kinda dumb for them to invade a species with a planet that has seventy something of its surface covered in water,” Ben commented. 

Ruby shrugged. “Yeah, smart move on their part.”

Ben and Ruby suddenly heard movement by the debris. They quietly poked their heads out, to see this whole horde of old people gathering around quietly. Not even a word was said, as someone approached the crowd. 

The someone had taken Vera’s form, and it was honestly weird to hear this alien commander say these words in such a old voice. “Well then...the children have become suspicious enough. We need to hurry back to home base.” She announced. “We leave in half an hour. Everyone report to ship, and let’s do a supply check before boarding.” The leader turned to head down into the cellar, before pausing. “Oh, and if anyone sees those kids...kill them.”

The elderly appearing Limax all split off, going to gather what else they could find. The two stayed motionless for a few minutes, waiting a while before the Omnitrix was charged up a bit.

“Come on,” Ben motioned, running over to the debris of the building, and into the basement. Down there, it looked ordinary, save for the creepy tunnel leading downwards to...somewhere. Ben and Ruby quietly crept through. Eventually, they found an exit, and it led to...

“Scully, you’re not gonna believe this,” Ben said to his partner as they descended into the earth. They’d come across a massive crater, with an honest to God REAL spaceship! The spaceship looked like a typical UFO, but there were egg-shaped, gooey capsules surrounding it. 

Ben and Ruby wandered along the fields of eggs, feeling more and more disturbed. “Looks like everyone in retirement village has been podded up.” Ruby commented, adding to the horror of the scene. If they could get fields full of old people in just a few days, how much could they wrangle up if given the entire planet? Ben felt more and more sick, each time he saw one...but it only got worse when he found Max’s egg.

“Gotta get him out of there!” Ben thought out loud, before instinctively pulling into the side of the egg; the egg felt like that one “naked egg” experiment he did in science class a few months ago, and by god did it smell like it too. Max dropped to the floor, a bit dazed and confused. He groaned, and rubbed his head, before coming to his senses.

“Grandpa! You ok?” Ben asked, helping him to his feet.

“I’m...I’m fine. I was on my way to check out the cellar and...how’d I end up in that?” Max motioned to the egg. “And what’s up with…”

“It’s a long story,” Ruby commented. “But, the short version is: we’re stopping an alien invasion.” She was about to tear open another egg, a voice rang out.

“I wouldn’t touch that if I were you, little girl!” Vera’s voice spoke as she stepped out from the shadows, along with a bunch of either Limax. They seeped in from every crack in the place, surrounding Ben and the others. They slowly took some steps back as the Limax slowly advanced. 

“Commander, they’ve found our ship!” The Marty expy said. 

“Get the pods on board! They've been marinating long enough.” Vera barked. Max’s eyes widened as he realized he was going to be their next meal if it wasn’t for Ben and Ruby. 

“Uh, Ben? Now would be a good time to go hero!” Ruby commented.

“Right! And I have just the guy for the job!” To combat them, Ben turned into Water Hazard, a red, metallic mollusk alien with humanoid features. He had two containers with water on his head and a black mask-like markings around his four slitted green eyes, with two tubes of water extending from a respirator where his mouth should be to from back. He had black three-fingered hands and two black toes on each foot. Barnacles were all over his body, which was where he shot water from. The watch was located on his chest.

“Alright, who’s up for a pool party?” Ben quipped, before he began to lay waste to the aliens. He stuck out his palms and started to blast cold water at the oldies, melting them away like it was pure acid to them. 

The Limax screeched in horror. “A CASKAN! A CASKAN! WHY DID THAT BOY HAVE TO HAVE A CASKAN?” Fake Vera frowned as she tried to maneuver her way around the water, but before she could even reach the ship, Ruby unloaded her water gun onto her rotund face, melting it and causing her to scream in pain.

“THAT’S FOR SERVING ME COFFEE AS CANDY!” Ruby yelled angrily, as she unloaded her water gun onto the alien creep. 

After that little outburst, Ruby helped Max take out all the pods from the ship, effectively saving everyone’s life. It was why, when the spaceship eventually escaped with the little Limax that survived, Ben and Ruby fell over. 

“Stopping an alien invasion is hard,” Ben huffed.

In the end, it was a good day after all. 

(But when Aunt Vera later said to him, “Keep up the good work, fighting those alien lifeforms,” Ben had to seriously wonder how much she knew.)


	4. Sick and College Days

Ruby stared at the nearly frozen Ben, sitting in the back of an ice cream truck. “Ok, I may have a sweet tooth, but this is a stretch,” she said, raising an eyebrow.

“S-s-shut up and get me back into the sunlight.”

“Are you ok, son?” Max asked, extending out his hand to help Ben out. Ben sneezed all over his hand in response. “...ok, that’s a no.”

So, yes. It was fitting for Ben to reward himself with some ice cream after stopping a car thief an Upgraded motorcycle. (The criminal was trying to explain to what he just saw to the police, but they won’t believe his story about a motorcycle without a driver.) But, a fitting punishment for breaking into the truck as Upgrade was a terrible summer cold. 

“This is an outrage,” Ben angrily muttered to himself as he shivered in the Rustbucket. “Having a cold never stopped Batman.” He whined, as he shoved another spoonful of soup in his mouth.

“Well, that’s because he’s Batman. You’re a ten year old with a powerful alien device and notably weak immune system,” Ruby pointed out.

Ben glared at Ruby, and sighed, “I hate you and your logic. But at least this soup is pretty good. Hey Grandpa, what is this stuff?”

“Liquidated sheep tongue with a healthy dose of Tennyson secret!” Max said happily from the driver’s seat. Ben’s eyes suddenly bugged out as he pushed away his bowl, rolled down the window, and tossed his lunch along with any fudge stick still in his system.

“...I’m more alarmed by Tennyson’s secret than the sheep tongue,” Ruby said to herself, a bit disturbed.

Sadly, Ben’s sick day did not get any better. They did have to stop in Chinatown to pick up some order for something so sickening it could actually make Ben barf out the sickness. 

“Where’d you even get this recipe?” Ruby asked as she scanned the list of ingredients. “I can tell you immediately this will not cure a cold.”

“An old friend in China. Did some plumbing business down there with him.” Max said ever so casually. Ben and Ruby shot him a confused glance.

“...they have plumbing down in China, you know.” Max shrugged.

As they arrived in the heart of Chinatown, the place was swarming with activity, thanks to some politician being in the area. Ben saw her name on a poster; Councilwoman Liang. 

“Thank you, thank you!” The lady sounded honestly pretty gracious. “Your support of the redevelopment program has been astonishing! This is like a dream come true!”

She was about to say something again, when a bee flew in front of the microphone, buzzing loudly. The councilwoman chuckled, before brushing it away...only for two more to join. She looked puzzled...and then more came...and more...and soon, there was a whole swarm of bees flying around the place, stinging people.

“Bees!” Ruby screamed as she ran into a store, a few stings on her hand. “KILL IT WITH FIRE! KILL IT WITH FIRE!”

Ben just stood and watched everyone around him panic. He then noticed someone not even bothering to run; He was an odd-looking man with bluish skin, a goatee, and black hair kept long and messy. He had overgrown, blackened fingernails and fanged teeth. He wore a black hooded shirt with a beetle on the front, a pair of blue-gray pants with the knees torn out, and a brown leather coat torn at the shoulders. He seemed to chuckle as the people around him suffered and screamed. 

“Well, there’s the source of the attack!” Ben thought, activating the Omnitrix. “Time to throw a rock at this hornet’s nest.” He turned the Omnitrix’s dial to Diamondhead’s icon. He slapped down the faceplate, before Ben’s body began to grow blue fur and extra arms. As the light cleared, it was obvious Ben had gotten the wrong alien. 

“...stupid watch. Can’t you take pity on a sick man?” Spidermonkey coughed. He jumped up and tried to web up the bees, but all that came up was this gross, white mess from his tail. It was like mucus, but worse. 

“Wait, my aliens are affected by the cold too?” Ben thought to himself (out loud, like an absolute nerd), as he jumped from car roof to car roof. “That’s just fucking wonderful…” Ben suddenly felt his lungs burning for air and had to pause. “And…maybe...going the...most agile alien...in the thing wasn’t a great idea either!” He coughed, resting on top a lamppost to catch his breath...and promptly fell over on a car. 

Ben rubbed his aching head. “Maybe I need a nap…” Ruby had to drag Ben back to the Rustbucket, his weak ten year old body a light weight compared to her lean strength- seriously, what was her workout routine?

Ben wheezed and huffed as Clancy managed to kidnap the mayor of town, who was supporting the construction of a new apartment building. 

“Why’s that such a crime?” Ben asked, sipping some more soup. “Doesn’t that, like, open up more housing for the city?”

“Not if the place they’re tearing down is this guy’s home,” Ruby said, reading off her phone. “Apparently it has some connection to his family. This dude’s been attacking her for months, but today he got lucky.”

“And now, we gotta get this lady back.”

To make a long story short, they did, but not after a scuffle, and a problem. 

Eatle, Ben decided, was ironically not the best alien to use against bugs. He had to eat metal, and with the cold affecting alien powers (gave him an awful stomachache, the irony was not lost on him), it made him rather useless. Still, Eatle fought the bug swarm and freed the mayor. The building collapsed completely from all the damage, but Eatle was able to use his hard shell to protect the mayor, Ruby and Max. 

“Think we squashed the bug?” Ben asked.

He was wrong. Clancy emerged from the rubble, covered with insects. Ben was ready to fight him, but, his crawling dermal armor slowly broke apart.

“You...killed them! YOU RUINED MY HOME!” Clancy’s glare could kill. He frowned, as he rose off on a swarm of bees. His eyes were dead-set on the nuclear reactor near the edge of the city. “You don’t get it now, do you, Councilwoman? My grandfather built this place! I wasted all my damn money trying to set up a campaign to renovate this place! And now I can’t even have that...Now, I’ll exterminate this stupid city! Let this be a lesson to you, mayor!”

Later, Ben managed to stop Clancy from setting off the nuclear reactor as Heatblast...although, he did look…

“Why are your flames blue?” Ruby asked Heatblast.

“...I dunno. Blue flames are more powerful, right?” Ben shrugged. “Maybe getting a cold for these aliens isn’t so bad!”

Although, Ben was wrong about his prediction. Instead of shooting powerful, beautiful blue flames, Ben shot out ice beams that seemed contradictory to his name. “Ok, I can work with this even more!” 

Ben literally made hell freeze over for Clancy, and was able to cool down the reactor before it went nuclear. 

“Like I said! Maybe getting a cold isn’t so ba-“ Ben began to cough a little bit, and he took a few deep breaths. “...Grandpa, please go get that soup. The electric boogaloo is happening.”

Speaking of the soup, Ben was able to get rid of the bugs by using that nasty medicine Max bought him. Max punched Clancy in the face, Ruby called the police, and Ben could sort of breath through his nose again.

And then Ruby sneezed. 

“...why did you have to throw the medicine, Ben?” Ruby said weakly.  
-

Ben flew around a bit as Astrodactyl, holding a full plastic bag in each hand. Ruby had her hands full of keeping Grandpa Max busy, but now she should be back at the Rustbucket while Max was off finishing up his errands. By the time he landed the watch timed out, leaving a very human Ben in front of the campsite.

Ruby opened the door, holding some firewood. “Turn into Heatblast later, that way we’ll have an excuse as to why the fire’s going,” Ruby said, putting down her load. “I was able to convince him we should have a semi-normal cookout. He’s getting squid burgers, and we’ll have roasted hot dogs.”

“I love my grandpa, but shit like this pushes it,” Ben noted, shaking his head. “Wanna check the loot?”

“Natch,” Ruby scoffed, already digging into one bag. It was one that nearly filled to the brim with different types of cookies: Oreos, chocolate chip, strawberry, black and white, jammie dodgers, and creme sandwich cookies. There were a couple of other candies in there, but cookies made up the majority- Ruby had an obsession for them, but since there were always a variety Ben didn’t mind indulging her so long as he got a share. The other bag was filled with different types of small chip bags, the family sized ones being too bulky.

Ruby had already torn open a bag of Oreo thin mints and was devouring them handful by handful. Ben shook his head and opened a small bag of sour cream and onion chips. “So, how long till Grandpa gets back?” he asked before cramming some of the chips into his mouth.

“An hour or two,” Ruby said after swallowing. “We should hide these soon.”

And they did, about twenty minutes later. They had polished off all the thin mints between the two of them (though Ruby ate more- how did she never get stomach aches, seriously?) and had long since hidden the snacks inside their portions of the RV. Grandpa Max would never find them, the guy respected privacy too much.

And so Ben, as Heatblast, wound up starting the campfire. It was already merrily crackling, and Ruby occasionally fed it a log to keep it going. And then Ben started doing tricks: juggling little fire balls; making the campfire larger or smaller; creating little moving pictures out of his flames…

“Dude, you should use Heatblast more often, he’s awesome,” Ruby told him as the Omnitrix finally timed out. 

“I really should, huh,” Ben noted as he stared at his watch. “I barely use Echo Echo as it is, I should change that.”

“Oh definitely.” Ruby nodded. “Now look alive, Max is coming back.”  
-  
It was one thing for Grandpa Max to be ecstatic about the location he was in. But, today? He was pretty much acting like a child in a candy store. Their current stop was his old college, where he was apparently a sportstar.

“What kind of sport did you play, Grandpa?”

“Badminton,” Max simply replied, big smile on his face.

Ben and Ruby just shared a confused look. “..ok,” Ruby said slowly. “We’re...we’re just gonna check out the campus. We’ll meet up with you in a while.” Ruby awkwardly stepped away, dragging Ben with her.

“...what’s badminton?” Ben asked Ruby once out of Max’s earshot.

“Tennis for people in denial,” Ruby answered. “But let’s check out the campus. I’ve heard they’ve got some entertainment here!”

And Ruby was right. There was a makeshift fair, with some adult themed ideas that didn’t really seem appealing to the two. But something did catch their eye. There was this tent with a sign pointing towards it, reading Exotic Zoo. “Check it out, it’s probably a petting zoo!” Ben eagerly smiled. “Wanna check it out?”

“I dunno, something tells me that person wasn’t happy with the experience.” Ruby pointed to the tent when a giant mutated hyena-man hybrid walked out, drooling and growling. The people around the tent looked at the thing in fear before running off. The hybrid just began to thrash the area.

“Something tells me Fido doesn’t want a refund. It’s hero time!” Ben slapped down the watch, shrinking down in size and being coated in a silicon suit. 

“...ok, normally, I’d like to see him, but I don’t think turning into the world’s loudest chew toy is a good idea.”

Ben looked down at his white palms. “...Echo Echo? Aw, man! I was going for Diamondhead!” Ben whined, a bit defeated. “Fido needed a good rawhide…”

“Well, no way to change that,” Ruby said. “Just do what you can!”

Ben nodded before jumping up and onto the hyena hybrid’s fur coat. “Ok, boy. Play dead!” Ben inhaled, before releasing a sonic scream right into the beast’s face. The hyena let out a large growl before it grabbed Ben’s face. “Oh no!” Ben struggled to get the claws off his face before he suddenly fell back…

“Ben! And...Ben?” Ruby asked, completely bewildered. There were two Echo Echo’s...one in the beast’s claws, the other on the ground.

“...I can duplicate?” Both Bens asked, a bit confused. “I should really use this guy more often.” The clone in the beast’s hand suddenly disappeared as it was crushed in the beast’s palm.

“...ok, well...how do you like this?” Ben suddenly split up into a group of three and released a powerful sonic blast. The beast went flying across the way and into some conveniently placed crates.

“Alright!” One Echo Echo clone said.

“We did it!” Another praised.

“Who knew we had such great teamwork?” The third said with a smile. 

Ruby rolled her eyes. “Ok, time to stop with the ego trip. Hyena’s not laughing anymore!”

The three looked over, before one of them was snatched up by the hyena and crushed between it’s powerful jaws, causing it to disappear like the last. “Ok...wonder how far these cloning abilities can go. Gimme a boost!” Ben motioned to his other clone. The other Ben got down and held out his hands. Ben ran towards the clone, and onto his hands...before he hoisted him up, and into the air. 

Ruby looked up, a bit confused. “Where’s he going with this?”

“DOGPILE!” Ben suddenly split into a total of 20 clones, all of them landing on the hyena. The hyena was suddenly crushed underneath the lightweight Echo Echoes, all of them struggling to keep the beast down. The second clone ran towards the pile. “And….release!” Ben released another sonic screech, before all the clones disappeared, leaving behind a definitely weakened hyena hybrid that was breathing heavily. 

“...next time, choose a quieter alien.” Ruby walked over, covering her ears.

“Don’t blame me, blame the watch.” Ben shrugged, before the time out alarm started to sound off. Ben suddenly reverted back to his human form in brief flash of red.

Ruby took her hands off her ears. “You seriously didn’t know that cutie pie could duplicate?”

“Hey, don’t look at me. Maybe there’s some untapped potential in all my aliens.” Ben pointed at the watch.

The beast whimpered, making Ben and Ruby back away a bit. The hyena stood up, before reverting back to its human form, an older black gentleman, about Grandpa Max’s age. He coughed weakly, before falling over.

“...ok, what was that?” Ben asked, a bit confused.

“Ben! Ruby!” Max came running over, obviously concerned about the commotion. “I heard Echo Echo from across the campus, wha-...John?” Max focused his attention onto the man on the ground. He rushed over to help him.

“Grandpa, how do you know this guy?”

“He was on my Badminton team back in the day. What happened to him?”

“Well, was your friend ever a elderly hybrid freak hyena?” Ruby asked. 

Max thought for a second. “Things can change in a short amount of time. But, no, I would’ve heard about it on Facebook.”

“You actually use that?” Ben asked.

After John came to in the Rustbucket, he recalled the events before he mutated.

“He said something about ‘the beast within’ and then blasted me with his ray gun...and, then, I was just transformed into that monster.” John explained. “And now...I have a serious ear ache.”

Ben glanced away, avoiding eye contact with John. “Sorry about that.”

Ruby thought for a second. “Somehow, his plot sounds familiar. Have we fought an animal guy before?”

“Oh, yeah, Dr. Animo!...How’d he escape from jail so quickly?”

“Blame the government.” Ruby shrugged.

“You two see if he’s around the area. I’m going to help John recover a little bit, and see if he can recall anything else.” Max said.

And so, Ben and Ruby looked around the campus. Sadly, nothing came up.

“This place is too big! How’re we gonna find Animo in this?” Ruby complained.

“Well, easy; XLR8!” Ben turned the watch dial to XLR8, slamming it down and transforming...but, yet again, the watch got it wrong.

“...you’re not a cool velociraptor!” Ruby said, a bit betrayed.

“Spidermonkey?” Ben said. “Whatever. Get on my back!”

Ben began to swing around the campus as Spidermonkey, with Ruby on his back. The feeling of flying around on Spidermonkey’s back felt a bit off; sure, the alien smelt awful, but that could be ignored with the wind on your face and overall “Spiderman” feeling Ruby got from the experience.

Still, very inferior to rushing around on XLR8.

“So far, no sign of the guy.” Ben sighed, pausing on top of the student’s union. Ruby hung her legs off the side, kicking them in air.

“Well, if i was so animal obsessed scientist, the first place I would go is…” Ruby thought out loud. 

“...the science labs!” They both said at the same time. Ruby hopped back on Ben’s back, and they swung around to the obviously well funded science building. Upon entering the building, Ben reverted. 

“Let’s stick together. Don’t want Freakamo turning us into his new pets.” Ruby said.

Ben and Ruby wandered the area, looking around for Animo. 

“So, about this untapped potential thing...what else do you think you can do?” Ruby thought.

“Dunno. Maybe when I get older, these aliens will get new abilities. They are still 10, after all.”

“Still, if a young Heatblast can literally make a supernova, I’d wouldn’t be shocked if you could create a sun.”

“...that would be amazing,” Ben said, sparkles in his eyes. He couldn’t get the thought of an older, cooler Ben conjuring a sun sized fireball and launching it at some alien invaders in space.

“And the more you talk about that watch’s capabilities, the more I want it!” A voice behind them said. Ben and Ruby turned to see Animo, holding a strange ray gun at the two.

“Animo. Not really happy to see your ugly face around here,” Ben quipped.

“I don’t think they hire criminals at this university,” Ruby said.

“And that’s their loss! I could’ve had a job here decades ago. Stupid board had to go and choose someone else for the job!”

“Was this person mentally sane?”

“...I’m going to enjoy mutating you,” Animo sighed, firing the ray gun. Ben and Ruby dodged the blast, both hiding behind some displays. Ben activated the watch and quickly slapped it down, his body being coated in liquid tech and stretching…

“Upgrade? Alright, let’s see what this guy can do to hell!” He flowed over to Animo, carefully dodging laser fire. He jumped up and ensnared Animo by morphing his body into a “blanket”and covering the man in the liquid.

“And down goes the Doctor!”

“You still have to deal with my new pet, however…” Animo smiled, still struggling underneath Upgrade’s body. “I’m not sure if you can even hurt it!”

“So? We took care of your dog earlier! What’s so different about this one?” Ruby crossed her arms, kicking Animo in the head.

“It’s who I used, more so. Oh, Maxieeeeeeee…” Animo called out.

And suddenly, a giant, humanoid bear appeared, jumping from out of the darkness. How did they not see that smelly anim-

Wait. Was that bear wearing...a Hawaiian T-shirt?

“GRANDPA!” Ben yelled, before looking down at Animo. “CHANGE HIM BACK!”

“How about I don’t?” Animo cackled, eyes flashing madly.

Ben just simply replied by throwing Animo against a wall. Ben sighed heavily and turned to his changed grandfather. “Okay, looks like I’m gonna have fight you, Grandpa!...please go easy on me?”

The bear hybrid just growled and sliced through Ben’s liquid form, cutting off his arm, which landed on the ground with a big SPLAT! A new one regrew from the stump, and Ben’s eye lowered. “Now we’re gonna have to really get dirty.” Ben began to wrestle with bear Max, using his liquid form to flow around his claws. “Ruby! Try to see if there’s a machine around here that can reverse the DNA damage!”

“What should it look like?” Ruby asked in a panic.

“I dunno! Just find something out of place!” Ben said, before his head was smashed into the ground by Max. Ben flowed away from the hybrid and escaped under the crack of a door, into a nearby lab. Max roared and charged at the door, viciously clawing at it.

“Don’t wanna hurt Grandpa. What’s the best thing to use here that can take down a bear?” Ben searched around the room, scouring and opening drawers for something...until Max burst through the door, growling and utterly ravenous. Ben gasped, before he jumped up on the ceiling and into the light system. “Just gonna have to work with this!”

A flurry of wires burst out of the ceiling and wrapped around Max, dangling him slightly above the ground. Ben unpossessed the system, and sighed. “Sorry, Grandpa!”

“Ben, I found his machine!” Ruby called out. Said machine looked like a mishhappen telescope with a car engine, cobbled together with too many wires sprouting outwards. Dr. Animo screamed something and made to grab her, but Ruby tackled him to the ground as Upgrade absorbed the machine. He made it sleeker and more functional and immediately sent a green laser at the bear, turning him back into Grandpa Max. 

Ben wrapped Max in a huge hug. “Grandpa!”

“Ugh...Ben? Ruby? When did I get here? And...why am I tangled in a bunch of wires?”

After Ben explained what happened, Ruby had bitten Animo in the throat, but Max was able to kick him in the head as revenge. “I don’t think he turned anyone else into an animal, but we have to make sure,” he said as he tied Animo to a set of pipes. 

“Bit of a killer college reunion, huh?” Ruby said just as Ben changed back. 

Ben shook his head and smiled. “Don’t have to tell me twice.”


	5. Kevin 11

New York was the ultimate city for Ruby to visit. It had everything: people of all races, wonderful shops and eclectic restaurants, luxury hotels, so many bookstores and a lot of other amazing places to visit. 

And she wasn’t gonna let Ben ruin it. Ben was frustrated about not being able to try out a Sumo Slammer game in the lobby. He was about to reach for the watch before Ruby grabbed his hand.

Ben was honestly shocked by how she had an iron grip. Did she work out or something?

“Dude, the game goes out to the public in a month. If you use any alien to sneak into that room to play that game, I swear, by my ten year old hands, I will break your teeth.” Ruby darkly threatened Ben, her eyes practically shining red. 

Ben startled back and nervously smiled. “O-ok?” 

“Okie dokie!” Ruby smiled, returning to her normal, happy go lucky self. 

“What the hell was that.” Ben thought to himself, getting in the elevator. But Ben was glad he listened to Ruby; from their lavish hotel room, they had a beautiful view of the Statue of Liberty, and the lake side. 

“Do you think Lady Liberty is alive?”

Ben shrugged. “Maybe. I would kill to have an alien that big.”

“I bet you could throw someone out of the atmosphere with that size. Now that would be sick,” Ruby exclaimed, eyes shining.

Ben grinned back. “Oh, absolutely. I bet Lady Liberty could do that too!” 

“She totally threw the fascists out of this country in her spare time!”

Ben blinked. “What’s a fascist?”

“What are you kids talking about?” Max asked, coming into the room with his bag. 

“Oh, nothing. Lady Liberty stuff.” Ruby smiled innocently. Ben felt like he should ask Grandpa Max what a fascist was, but decided not to.

“How’d you get a good place like this, Grandpa? Usually we’d stay in a motel or something.” Ben asked curiously.

“I’m glad you asked,” Max beamed. “This hotel was prepared by an old friend of mine. You’ll meet him in a few days.”

“Oh, guess I can thank him then,” Ben brushed off, as he flopped on a bed. “Ah, sweet mattress, how I missed thy softness…”

Ben and Ruby decided to make their way down to a nearby arcade that was across the street. This would’ve been frowned upon by Max, but considering Ruby’s maturity and Ben’s abilities, he let it slide. Maybe he could take a good nap in an actual bed, rather than the driver’s seat of the RV. They decided to play one of the Smash Bros arcade games.

(Author’s Note: Hey, it’s an AU. We can do whatever.)

“So, random question,” Ruby asked Ben. “When’s your birthday?”

“December 27th. Same as my cousin,” Ben answered, opening the door to the arcade. “When’s yours?”

“Halloween.”

“...wait, so you get to dress up as whatever you want, eat cake and candy and be able to stay out past your bedtime, all on that night?”

“...never really thought of it that way, but, yeah!” Ruby beamed. “But you get double the Christmas and birthday presents.”

“Depends on the family member, really. A lot of them combine the two to save money, which is understandable, but still sucks. And at least everyone in my family is kinda together so we can celebrate.”

“True. My family’s kinda small, so I just celebrate it with my dad and sister. Sometimes my uncle will drop by,” Ruby said, as she began moving the joystick like crazy.

“You’ve never really talked about your sister. What’s she like?”

“Well, she’s actually my half sister,” Ruby explained, not breaking eye contact with the flashing screen. “My dad remarried after his first wife kinda disappeared.”

Ben blinked. She just… said that so casually. “And then he married your mom?”

“Yeah! Then they had me, and…” Ruby trailed off for a second. “Yeah. Anyways, my sister’s kinda like you. Loud, funny, joy to be around…”

“Sounds like we’d get along well. Why didn’t she come on the road trip?” 

“Training.”

“Oh, is she on some sports team?”

Ruby paused for a second. “Yeah, that works.” And Ruby returned to kicking the computer’s butt as Kirby.

“Speaking of sports, you play any? I’m goalie for my school’s soccer team.”

“I do karate back home, with my dad. I’ve made it up to green belt so far.”

Ben rolled his eyes. “As long as you’re better than Gwen, I’m fine.”

“Oh, your cousin takes it too? What’s she like?”

Ben cringed for a second, before sighing. “Annoying. Very, very annoying. She’s like the teacher’s pet, but worse. Gwen also doesn’t really trust me with anything, nor does she believe anything I say.”

“Sounds rough, buddy,” Ruby quipped, smiling as she watched Kirby knock the enemy off stage and into the abyss. “Your turn.”

Ben approached the machine. “We’re gonna have to meet Gwen in a week or something. Have to stop by her fancy summer school her parents are paying for.”

“I’m guessing trouble’s gonna follow us there,” Ruby stated. “She’s gonna kill you for that.”

“Eh, considering the fact I melted an entire alien colony that was harvesting old people, I think I can handle her.” Ben shrugged, trying to ignore the fact that he was badly losing at the arcade game. “Ughhhh, I hate fighting Captain Falcon. How do you even fight this guy?!” 

“I personally just use Mega Man and use his projectiles to keep Falcon away, before going in for a kill,” a voice behind them said. Ben looked over his shoulder to see a boy about his and Ruby’s age. The kid was scrawny with shoulder-length black hair, pale skin and dark brown eyes with black rings under them. He wore a torn black T-shirt, black studded arm bands, brown cargo shorts, black knee-high boots, and a padlock necklace. “But, since you’re Mario, just use your side special. That’ll confuse the hell out of the computer.”

“Oh… thanks,” Ben said uncertainty. Ben and Ruby just awkwardly stood there, while this kid just watched him get destroyed, occasionally chuckling.

Ben reached his last life, and the computer just happily soaked in the victory. Ben frowned at the game, looking down at the watch. “If I was Upgrade, I would not hesitate to delete you from the machine,” Ben quietly said to himself.

“My turn,” The kid said, ushering for Ben to move out of the way. He reached into his pocket, digging for a quarter. He looked a bit disappointed, before looking at the little coin slot. The boy slapped the slot, and suddenly, a flood of coins came out of the return slot. Ben and Ruby looked at each other, gobsmacked. 

“How’d you do that?” Ruby asked, picking up some of the coins.

“Once you’ve lived in New York long enough, you’ll learn a few tricks.” The boy said. “Now, watch this.” The boy quickly began to destroy the Captain as Mega Man, carefully dodging each of his moves and landing some pretty complicated combos. Ben and Ruby watched in awe, with the boy soaking in the glory. In the end, the Mega Man player had taken no damage and lost no lives, while Captain Falcon was thrown into the abyss. “A new record, alright!” The boy entered his name into the scoreboard...K...E...V. 

Kev with a score of 1,111,111. 

“Woah, nice!” Ben beamed. “Who exactly are you?”

“Name’s Kevin. Haven’t seen you two before. You two tourists?” 

“Yeah. Summer road trip. I’m Ben, and this is Ruby,” Ben introduced themselves.

“I’ve never seen anyone play like that, what’s your secret?” Ruby asked in awe. 

“Lots and lots of practice.” Kevin smiled. “But yeah, where you two from?”

“I’m from some random sleepy town, and Ben’s from Washington. We’ve been on the road for a few weeks now! Gonna take some downtime and relax here.”

“You better. New York’s a big place, and I happen to know every cool place around here. I can give you a tour, if you want.”

Kevin turned out to be a decent guy, barring the occasional creepiness. The kid had a good sense of direction, and knew every little event by heart. Heck, everyone did, to be honest, but he explained it best. He gave the two a nice tour of the Queens area, as well as some tips for some nice restaurants. 

“I prefer the Parkside and Queens Comfort. Just be careful, that place is crazy expensive. Only eat there once in a while.”

“Noted.” Ben nodded. “So...how long have you lived here?”

“A few years now. My mom moved here with her then boyfriend.…” Kevin’s voice seemed to get angry when he mentioned him. 

“...you ok, man?” Ruby asked.

A placid look washed over him. “Oh, yeah. I’m fine.”

“We should get going, though. Grandpa Max should be waking up soon.” Ruby said, tugging at Ben’s arm. 

“Wanna meet at the arcade tomorrow?” Ben asked Kevin.

“Oh, yeah, sure. What time?”

“Maybe, noon-ish? How does that sound?”

“Sounds good to me. See you two then!” Kevin waved at them, as they disappeared into the crowd. Ben looked behind him a few times, to make sure Kevin wasn’t following him.

“Ok, was it me, or did that guy seem to really change when he mentioned his stepdad?” Ben asked.

“Why do you think I dragged you away?” Ruby answered. “He seems cool, but I swear, there’s something off about that guy…”

Max wasn’t too mad at them for sneaking off and exploring the city with a stranger, but they were in New York. Ruby just excused it as her need to explore, and Ben brushed it off as his magnet for trouble. The trio did end up eating at Queen’s Comfort, and while it did cost Max a pretty penny, they enjoyed the meal.

“Shame they didn’t have any squid eggs, but I suppose that steak was good enough,” Max said, walking back to the hotel.

Ben and Ruby shared a look of ‘what’, before shrugging. When they were about to pass by a nearby alley, they heard sounds of a struggle and someone obviously in pain. Ben looked up at Max for confirmation to kick butt. Max nodded and Ben activated the watch, twisting the faceplate to Ghostfreak. “Time to scare them right out of their skin!”

Ben immediately transformed into Ghostfreak and turned invisible. He floated over to the sounds of distress to see a bunch of young thugs, maybe in the early teens, beating up a kid.

“Cut it out!” The boy growled, his voice sounding oddly familiar.

“Not until you stop being a freak, freak!” The lead bully didn’t have really good one liners, or comebacks. Ben glared daggers at the leader.

“Maybe I could show them the REAL Ghostfreak…” Ben thought. “But, don’t want to give them heart attacks. I think this will do for now…” Ben flew over to one of the bullies (a bigger, punk type kid), and possessed him. The boy cringed a little bit, before Ben could take over his motor controls. 

“Ay, Ryan, wanna take turns beating the stuffing out of this dude?” A thin bully named Matt said. “I think Barry’s fists are getting sore.”

Ben looked down at the kid to see Kevin, on the ground, obviously bruised and very much defeated. “Just leave me alone, dude!” 

Ben just frowned, and decked Matt in the face, knocking him out cold, and sending him into a pile of trash bags. Barry looked up, a bit shocked.

“Matt, you idiot! What are you doing?!?”

“I...I can’t control…” Ryan’s voice came out of his mouth, before Ghostfreak completely took over. “I can’t stand how you’re treating him.” His voice was now nothing but Ghostfreak, and Ryan’s eyes had his pupils. “And I want you to suffer.”

“R-Ryan?” Barry asked tremulously. Ben responded by slapping him on the ear with the palm of his hand, disorienting Barry, before throwing him at Ryan in the trash pile.

“You ok?” Ghostfreak asked Kevin, helping him up. 

“W-what happened to…” Kevin was bit shocked about the last few seconds; his eyes were wide and his mouth hung agape.

Ghostfreak freed Ryan from his control, his body slumping on the ground like a puppet with its strings snapped. Kevin looked up at the specter in tentacles, mainly focusing on the watch. “Y-you’re one of the aliens from the news!”

“You bet. Want an autograph?” Ghostfreak posed heroically.

“KEVIN!” An older man’s voice rang out from the other side of the alley. Ben immediately turned invisible and disappeared, leaving Kevin alone. An older man, obviously in his early 40s came out. He had black hair, a balding head and a prominent pot belly. He glared disdainfully at Kevin.

‘This must be his stepdad he was talking about.’ Ben thought to himself, watching from the shadows.

“What did I tell you about curfew? And what did you do to these poor kids?!” The man spewed spit into Kevin’s face with his yelling.

“It wasn’t me! I swe-” Kevin defended himself, before he got slapped on the cheek. Ben gasped, hand covering his mouth to stifle the sound. His blood froze, and he tensed in that scared, angry way that only happened when one felt utterly helpless.

“I don’t care, young man! Get your ass back to the apartment! I don’t even know why your mom didn’t listen to me and send you to that military school,” Kevin’s step father growled, walking away. Kevin meekly followed, trying to hold back tears. Ben sadly watched him go before departing back to the hotel room, cursing to himself: why didn’t he do anything?

-

“So, his dad slapped him?” Ruby demanded, feeling sorry for Kevin. “Now I get why he was acting so- so weird when he brought him up.”

“I could’ve done something, but I was too scared.”

“Scared about what, exactly?” Ruby cocked her head a little bit.

“I dunno why, but... Ghostfreak sometimes gets too savage with his ‘targets’. Sometimes I don’t feel like I’m me when I use him,” Ben explained.

“That’s pretty freaky, dude.” 

“I was worried I would’ve killed him. Sure, he’s a bad person, but still...I would’ve killed him. Would that make me any better?” Ben stared morosely at his hands, his mind at war, and that helpless feeling from before continued to fray his nerves. 

“We’ll file a complaint with the police, ok?” Ruby reassured him. “We can help him.”

Ben felt a small measure of comfort about that.

-

The next day, Ben went by the arcade by himself, while Ruby and Max went to a police station to explain the situation. Ben decided to indulge by playing one of racing games where it had you put in a makeshift car, and you raced against other computers. He was bad at it, but still, it was enjoyable.

“It was you last night, wasn’t it?”

Ben turned around to see Kevin, carefully eying his watch. 

“Come again?” Ben nervously played it off.

“You helped me last night, didn’t you?” Kevin asked. “As that ghost guy.”

“I don’t know what you’re talking ab-”

“Dude, your faceplate has the same symbol as that guy. Don’t lie to me.”

Ben paused the game, and turned around. “Ok, fine. It was me. I helped you last night.”

“...thanks, man. Never really had anyone do that for me,” Kevin said, trying to act all cool. (But gratitude still shone through.) 

“No problem. I just help anyone who needs it.”

“Including cities full of people?”

“And fishers. Don’t forget about those. Oh, and the elderly,” Ben added, smiling to himself. 

“So...you’re all those aliens on the news, right? The fire guy, the rock guy, the dinosaur guy...all of them,” Kevin asked, his voice less shocked and steadily growing warmer.

“That’s right! I’m all of those guys.” Ben smiled, taking pride in his work. “Just...just don’t tell anyone, ok?”

“Oh, I won’t. As long as you keep secret about something of mine.”

“...your dad?”

Kevin’s face turned paler than usual. “Y-you saw him?”

“More like I heard him. I just disappeared when he came around the corner,” Ben lied. “I didn’t see anything else. But don’t worry! I’ll keep quiet about tha-”

“It’s something else, actually,” Kevin sighed, before putting his hand against the screen of the arcade game. He clenched the muscles in his hands, and suddenly, the screen started to fizz and crackle, glitching out at random moments, before turning black. Kevin removed his hand and grinned sinisterly as his hands glowed blue, flowing with electricity.

“Woah…” Ben was shocked, as Kevin played with the electricity in his hands, making little sparks with his hand and ‘wisps’ of electricity. “How’d you do that?”

“I can absorb any form of energy. I’m kinda like a mutant.” 

“Like the X-Men?”

“Or the Brotherhood of Mutants, yeah,” Kevin explained. “My stepdad hates me for these powers. Dickhead’s has come at me several times, asking if I wanted a piece of him and getting a little too close for comfort. One day, I’m afraid that he’s going to actually hit me, and if I hit back…I’ll have to defend myself.”

Ben raised an eyebrow. “Why haven’t you used it on him?”

“He keeps threatening my mom. If I use it on him, then he uses something on her.” Kevin frowned. “That’s why I hate him the most.”

“I’m sorry to hear that.” Ben meant it. Bullies in general were pretty bad, but living with an adult bully was flat out shitty.

“People keep telling me life’s gonna improve, but sometimes I want that improvement now.” Kevin frowned. “If I had the power, I’d make some changes. I’d get back at everyone who doubted me. Everyone who hurt me. Anyone who got in my way. What keeps you from doing the same thing?” he asked Ben, his dark eyes shiny and unnerving. 

Ben noticed how deathly serious Kevin was being right now, and honestly, it was scaring him. It was that same aura Ruby got from Kevin the day before. “I...I think I have to go meet up with my grandpa and Ruby now,” Ben nervously said, getting up from the chair. “See you around?” Ben didn’t want to end this meeting awkwardly.

“Yeah. See you soon.” Kevin smiled as Ben walked out the door to the arcade and back to the hotel.

Ben was still worried, but he figured that with Ruby and Max alerting the police, everything would be fine. I hate to admit it, but sometimes you couldn’t solve everything by turning into a super cool alien and punching your way out of the situation, Ben thought as he walked into the police station.

And then he turned pale white as he saw who Ruby and Max were talking to at the desk. The same man from last night, albeit more cleaned up. Ben could see he had a name tag embroidered on his jacket: Harvey. He boredly took notes as Max explained what happened. 

“...and that’s all we really know for now,” Max finished. “Hopefully you can do something about the case, officer.”

“We’ll try our best, sir,” Harvey nodded. “Thank you for filing this report.”

“Not a problem.” Max smiled, before walking out of the place, but not before noticing Ben’s pale complexion. “Ben, what’s wrong? You look like you’ve seen a ghost.”

“O-oh, nothing. Just a little tired.”

“Officer Hackett said he’ll be looking into the case in a while. Hopefully something gets done.” Ruby explained, “what about Kevin? Have you seen him around?”

Ben shook his head. “Nope. Didn’t show up to the arcade,” he lied, “but yeah...really hope he’s ok.”

But the second the police station was out of site, Ben whirled around to face Grandpa and Ruby. “That was him!” he hissed, face pale and eyes wide with fright. 

“What?” Max blinked. 

“The officer you were talking to! That was Kevin’s stepdad!”

Ruby’s eyes widened, and she shared a horrified look with Max. “Oh-oh my god.”

-

And so, despite the rest of the day being filled with fun activities, a thought lingered in the back of their minds: Is Kevin going to be ok? Of course, that thought was quickly forgotten when news suddenly spoke of a subway train going out of control. 

“If that thing doesn’t stop, it’s gonna either derail or crash into something,” Max declared, before turning to his grandson. “Ben, if you could?”

“I’m gonna go take care of that real quick,” Ben nodded, running into the crowd, already changing into XLR8 and dashing around the city to a random subway gate. Ben rushed through the place, trying to find some break or track switcher...oh god, why did things have to happen lik-

“What are you doing here, hero?” A voice said from the dark. Ben spun around to see Kevin, standing in the dark. His face was obscured by the darkness.

“I could ask you the same,” Ben said, moving a bit forward. “It’s dangerous to be around here, you gotta ge-”

“Oh, it’s dangerous all right. But I don’t care! LOOK AT WHAT YOU DID TO ME!” Kevin yelled, as he showed his beaten face. Ben felt this wave of regret wash over him, cursing himself for not saying something earlier. “He did this to me, Tennyson. He heard about everything! And I don’t even want to talk about what he did to my mom!”

Ben moved forward a bit. “Kevin, I was only trying to help! Look, we can take you and your mom somewhere safe! Heck, you can stay in our hotel until your step dad pisses off or something! We were just trying to give you some help-!”

“Oh, so you wanna help me?” Kevin frowned. “Give me your watch.”

“I...what?”

“You heard me. Listen; you make defending yourself soooo easy. Just presto chango, and you’re suddenly a hero that can take on a giant robot. I’m human. I’m sure as hell not gonna take a hit from a full grown adult as well as you can. So just give me your stupid watch, Tennyson! Hand it over, or the passenger train is gonna crash into the money train!”

Ben raised the equivalent of an eyebrow. “How do you know what kind of trains they are?”

Kevin grinned, raised his hands and sparked them up a bit. “Hey, had to get your attention and some money for me and my mom. Now give it up.” 

Ben dropped Kevin and slowly wheeled himself away. “Dude, do you realize the risks of this? People could die, Kevin! You can't do this!”

“And there’s a chance one of them is my dad! Planned this all perfectly, didn’t I?” Kevin laughed. 

“So you’re just gonna casually kill a bunch of people just for the offhand chance one of them might be your bastard of a stepfather?” 

“Hey, no pain, no gain!” Kevin said, as he suddenly sent a wisp of electricity at XLR8, but he sped away and snatched Kevin off the ground, and started speeding down the tunnel. “H-hey!”

“Sorry Kev, but you’re coming with me,” Ben began, “You’re gonna show me how you messed with the controls a-” Ben suddenly felt electricity course through his body, as he screamed in pain and fell over on the train tracks, dropping Kevin.

Kevin brushed himself off, before he walked on over to the dazed XLR8. “I’m gonna warn you once, Tennyson. You do not want to get me mad.” He plunged his hand at the Omnitrix, and started to attempt to pry the symbol off, but to no avail. “Maybe it just needs another good SHOCK!” Kevin yelled, as he began to charge up some energy and again plunged at the watch…

And suddenly, Ben was human again, and all Kevin felt was pain. An invisible sharp force jabbed it’s way into his hand, making him clench it and hold it to his chest. His hand felt like it was burning up, and he couldn’t stop crying-

“Make it stop...make it stop!” He screamed, as his hand suddenly caught on fire, and green rocks grew all around his skin, slowly surrounding his face…

And when Ben opened his eyes, he was face to face with a Heatblast. Except not, because there was something wrong with it. This Heatblast was thinner than Ben, and he had green rocks, red flames and a skull like head. The Heatblast looked at his hands.

“Wh-what the fuck happened to me?” The voice sounded like Kevin’s, albeit more rough. “What did that weird watch do to me?”

“Hey, you fucked with it! Maybe it’s a self defense thing!” Ben crowed.

“Pretty shitty self defense, if you ask me,” Kevin clenched his fist, and it ignited. “I’d start running if I were you.”

Ben suddenly jumped to his feet and started running down the way, as Kevin threw fireballs at the then defenseless boy. “Come on, Tennyson! Take one for the team!” Kevin taunted as he threw another fireball.

Of course, Kevin wouldn’t personally hurt Ben. That was the train’s job. Kevin raised an eyebrow when he turned a saw a train’s light getting brighter and brighter. “Better get out of here,” he thought. Suddenly, the pain returned once more; his rocky body started to slowly break apart, and turn into a more animalistic looking XLR8.

“What the...what the heck did that watch do to me?” Kevin’s voice slowly changed from rough to more shrill. “Ah, I’ll figure it out later. Right now...”

Kevin bolted down the tunnel, shoving Ben over. “Later, dickhead!” He yelled, as he disappeared from out of sight. Kevin knew exactly what he was going to do with these new fantastical powers. Ben, however, was rushing to even think of a way to avoid his death as the lights became brighter and brighter…

SPLAT! Ben felt himself get splattered against the train’s front. Not in a horribly bloody way though, but Ben was certainly sticking to the train as a black and green blob. 

 

“What the-?” Upgrade’s head popped up. “How’d I go Upgrade?” Ben wondered to himself, before realizing he still had the train to deal with. His eyes narrowed at the train tracks underneath him, and he suddenly got an idea. “Maybe I can run up these tracks and find the switch more easily!” He let go of the train and onto the tracks; his green body ran all over them in a matter of seconds, and he suddenly had complete control over all the tracks within New York.

“Just gotta locate the odd one out, aaaaand here we go!” Ben suddenly switched the tracks around. They were rapidly heading back to their normal routes (albeit one was traveling much faster). Ben demerged and jumped onto the other train. “Everyone better hold on tight!” He shouted into the train as his body merged with the metal, supercharging its break system to have it park in some subway center. It probably wasn’t where it was supposed to be, but who cares, he saved lives. Ben exhaled sharply as he closed his eyes. 

“Dear god.”   
-  
Across the city, Harvey was patrolling the quiet side of East Village. Not much activity was going on today, surprisingly. He thought maybe he should return home to his apartment and apologize to Eva for the way he acted. He’d bullshit some reason about how he was stressed at the moment and didn’t need his son ruining his reputation. Maybe then she’d listen to his suggestion about military school.

Suddenly, Harvey’s radio lit up. “Requesting dispatch by the quick 24 Hour Collision near Dover Street, reports of supposed alien activity going on in the construction area. May be a kid playing a joke, but still.”

Harvey rolled his eyes, as he made his way over to Dover Street. I swear, if that kid happens to be Kevin...Harvey thought, his hands wrapping tightly around the steering wheel. 

Harvey arrived at Dover Street a few minutes later, parking in front of the construction sight. “Checking out the place now,” he said into his walkie talkie, “will call if I need backup.” Harvey quietly walked around the place, his hand ever so casually near his gun holster, just in case. Everything seemed to be in order, he thought.

That order dissolved when something fell from the ceiling. Harvey turned around to see a pocket knife had hit the ground. He picked the thing up, examined it...and quickly scanned the area again. Finally, he heard something; soft murmurs on the ceiling. He looked up to see what looked like older boys, maybe around Kevin’s age, hanging in a giant spider’s web. They looked scared shitless and relieved to see Harvey. Harvey reached for his walkie talkie, only to find it was suddenly missing. 

“Looking for this?” A voice taunted. Harvey looked to the side to see Kevin, looking more confident than earlier today.

“You little bastard,” Harvey grit his teeth, and whipped out his gun, “What did you do to these kids? Do I have to beat the shit out of you some more?”

“Hey, hey,” Kevin put up his hands, “cut the temper Harv!”

“What the fuck are you playing at? I WANT AN ANSWER!” Harvey’s gun was pointed directly at Kevin’s forehead.

Kevin looked unfazed. “Alright, fine. I did it.”

Harvey lowered his gun. 

“Although, I gave them a nicer treatment than what I’m about to give to you,” Kevin gave an empty, predatory smile, as his body started to contort and mutate. Massive spider legs broke out of Kevin’s skull, and lifted him off the ground. His face became more and more like spider like, even sprouting a black abdomen from his occipital area. Kevin’s body became covered in black fur, his fingers became blue and a tail grew from out of his back. Harvey dropped his gun and started to make a run to his car. Kevin shot a web from out his mouth and stuck it onto Harvey’s back. 

“Gotcha.” Kevin quickly webbed his stepfather up, wrapping him in an large cocoon. Harvey could barely breathe in the tight space, nor could he see anything. Kevin picked up his stepfather’s cocoon and hissed at it.

“This is for everything you’ve ever done to hurt me and my mom, you shitty old man,” The Spidermonkey’s voice was distorted and full of rage. “Now, hold still. I’m gonna have some fun…”

“Kevin, stop!” Ben’s voice rang out. Kevin’s head snapped over and snarled. There stood the tourists, looking horrified at what Kevin had become. 

“You weren’t kidding,” Ruby commented, “he looks freaky!”

“You again?” Kevin huffed, throwing Harvey aside. “How did you find me?”

“Had the RV tuned to police scanners. Heard mention of the alien activity around here,” Max explained. “Now Kevin, I want you listen to me. We’re trying to help you! You didn’t have to risk all those innocent lives just to get even with your stepdad.”

“NOBODY’S INNOCENT!” Kevin yelled, his spider legs digging into the concrete. “They just haven't had the chance to make fun of me yet!”

He turned to Ben, fury in his eyes. “You don’t get what it’s like to be in my shoes, do you, Tennyson? Imagine coming home to a drunk step father and doormat mother. Your stepfather swears he’ll clean up, he won’t make her cry anymore, and then he siphons your college funds for more booze and pointless gambling. Your mom wants to leave him, she wants to just put him behind her, but she’s too goddamn dependent on him. Her entire emotional ‘support’ is nothing but a drunken bastard who steals and gives her a ‘castle in the sky.’” Kevin sounded more and more pained as he went on.

Kevin pointed a spider leg at Ben. “Do you realise how much I could make right in the world with your powers? No. You go on tour around the country, correcting one mistake in one city, and leaving. I could do better than you—doesn’t matter how I get it done. I need to stop the problem. Permanently.”

“That’s not true! Ben tries to make sure everything’s ok in the end!” Ruby interjected.

“Oh, really? Ok then, hero. I’ll give you a choice,” Kevin picked up Harvey’s cocoon. “Either kill him, or kill me.” 

Ben took a deep breath, and closed his eyes. “You’re right, Kevin. I don’t get what it’s like to be you. I don’t even know how to approach this situation. None of us did, to be honest.”

Ben slowly reached for the Omnitrix. “But if anything...I know you’re going to hate me for this.” Ben slapped down the watch, and instantly turned into Echo Echo. He split himself up, and began running around the place. Kevin began chasing after the copies, as they expertly parkoured their way through the construction site. 

Ruby frowned as she watched. “Wish I was involved in that fight,” she sighed, tone wistful. “It doesn’t feel right, leaving it all to Ben.”

“You’ll get your chance in the future. Right now we have to get these people out of here,” Max pointed up to the kids on the ceiling.

“Even Harvey?” Ruby asked disdainfully.

“Believe me, as much as I want to strangle him, he needs saving.” Max frowned as he picked up the cocoon.

Ruby nodded and disappeared in a flash of red.

Meanwhile, the Echo Echoes were skillfully jumping through the construction site. Kevin was hot on their trail, destroying everything in his wake. I need to slow him down! Ben thought, as one of his clones turned around. He unleashed a powerful wave of sound...that was suddenly silenced by Kevin’s web. The clone fell to the ground, gasping and spluttering for air as it tried to pry the web off of his face. He was suddenly pierced in the gut by one of Kevin’s spider legs and vanish into thin air. That horrific scene made the clones run faster.

“You can’t run forever, Tennyson!” Kevin yelled, as he fired another web shot. It locked onto the back of one of them, and he swung the clone around like a weapon. One of the little aliens jumped up behind Kevin and shrieked, the sonic waves hitting the back of his head. Kevin screamed like someone hit him with a mallet, and he swung around, sending the clone in his hands to the one still hovering in the air.

The two vanished upon making contact, and Kevin turned his attention to the remaining three. Two of them released a powerful sonic screech that hit him dead center in the chest. He flew back a bit, and dug his legs into the ground to help him stay in place. One of the Echo Echo had more clones jumping out of its body, circling around Kevin while he was distracted.

Disoriented and confused, Kevin began smashing things wildly, hoping that he might just hit Ben and his stupid cloning trick. “This is getting old, Tennyson!”

"Oh-no!" one of the clones cried out. "This-is-finally-over, Kevin!"

And with that, all the clones unleashed a wall of sound so devastating that Kevin screamed in pain, his knees hitting the ground and his ears bleeding profusely.

He lost focus of his form, and fell to the ground, once again human. He groaned, clasping his hands around his bleeding ears and crying softly.

The clones returned to the original, and in a flash of green light Ben stood up. He blinked rapidly, his eyes unusually bright. "I'm sorry, Kevin," he choked out. He screwed up his bottom lip and squeezed his eyes shut, a sob threatening to break out of his chest. But then his grandpa held him and slowly led him away from the scene, and it took all of Ben's strength not to collapse.

“Is being a hero always this tough, Grandpa?” Ben asked, his voice small.

"...it can be," Max said softly, squeezing his grandson's shoulders. "Sometimes, it can be the hardest thing you'll ever have to do."

(In the end, there really wasn’t anything Ben could have done for Kevin Levin. He was just too full of anger and hate to listen to reason. Too full of pain and savagery to have the watch. When he explained his feelings to Grandpa Max and Ruby about what happened, his voice a monotone and with a hot mug of tea in hand, it was all he could do not to fling the ceramic cup at the wall. He was angry, so, so angry; at Kevin, his stepdad, the universe for allowing this to happen. 

Because Kevin could have been great. He was an honest soul- a broken one, but still honest. There was so much Kevin could have done but would never be able to do.)

(They really could have been friends.)

.  
.  
.  
.  
.  
(Maybe they still could be, in the future.)


	6. They Lurk Below

Ruby was practically vibrating in her seat. “We’re taking a private plane to go to some billionaire’s undersea hotel, this is the best day ever.”

“Do you think we’ll find mermaids?” Ben asked curiously as the plane began to descend. “I mean, if aliens exist, why not?”

“Ooooh, that’d be so cool,” Ruby said, eyes sparkling. “But I wouldn’t want them to be like the Little Mermaid, I want scary, eat-your-face-off mermaids, those are cooler.”

“Weirdo,” Ben said fondly.

“Like you’re one to talk.”

Meeting up with Donovan Gransmith was a treat, but his grandson? Not so much. All Ruby and Ben had to do was greet him and all he did was give a dismissive, “Whatever.”

Ruby and Ben shared a look before glaring at him. 

Getting inside the hotel was like descending from an amusement park ride, complete with seeing oceanic animals swimming around the tube. “Best. Day. Ever,” Ruby whispered, and Ben had to agree.

“You sure this was the safest place to build a resort like this?” Max asked, concerned. 

“You talking underwater fault lines?” Donovan asked. 

“I’m talking about being smack dab in the middle of the Bermuda Triangle.”

Ben and Ruby tore their gazes from the ocean and shared a look.

“Growing up you always were the worrywart, Max,” Donovan said cheerfully. “Never the risk taker.” As the resort loomed near, he swept out his arm. “I give the world’s first and only underwater resort.” As the light reached them, he added, “You won’t believe what’s down here.”

And indeed they didn’t. While the underwater hotel was freakishly cool, it didn’t detract from the fact that aliens kept swarming it. Where did they even come from anyway?!

(At least Edwin turned out to be an alright dude. Granted he was kind of a brat, but with a grandfather who liked to throw money at the problem instead of dealing with it properly, Ben couldn’t blame him for always being so sour. Plus he got them out of that alien swarm earlier, so, you know, he was alright in Ben’s book.)

“I knew you shouldn’t have taken it!” Edwin snarled at his grandfather. “I knew it!”

“Edwin, quiet!” Donovan snapped. “He doesn’t know what he’s talking about.”

“How would you know?!” he said, frustrated. “All you ever hear from me is what you wanna hear!”

And then the octopus-like robots suddenly swarmed out of the Undersea Manta Ray, and at that point everyone just started running. Once they were safe in the elevator, Max demanded, “Donovan, what is going on?!”

“Okay,” the millionaire sighed. “The underwater volcano thing didn’t work. The resort was doomed. I was going to become a punchline to a bad joke. Then I found this… other energy source, on this weird craft way down below. It was like nothing I’d ever seen before.”

“And now those aliens want it back,” Ruby stated grimly. 

“Yeah,” Ben agreed, “the same ones with the underwater parking lot full of boats and planes.”

After escaping from a rushing tidal wave of water and evil aliens, Max said, “Twenty-eight years on the job and I never found out who was behind the Bermuda Triangle. And now they’re coming for us.”

Getting inside the water-crafts that would lead them to the surface, everyone thought they were safe… except robotic tentacles slammed down on the metal, crunching it and separating the group. Max and Donovan screamed as they were led upwards by the track, and the kids were forced to watch as they sped back down to the resort.

“We’re gonna be flattened!” Edwin screamed. 

“No we’re not!” Ruby declared, holding onto him. “Now close your eyes and brace for impact!”

A flash of green light and Ben was Water Hazard, and he grabbed Ruby and Edwin and practically slid across the water, the jets underneath his feet forcing him to fly upwards.

“Who is-?” Edwin gasped.

“Just another friendly alien, here to help,” Ruby told him quickly (and not very convincingly).

“Hold on, this is gonna be bumpy,” Ben said as he saw the octopi aliens after them. The tentacles jutted out of the water like serrated blades, and it took all of Ben’s concentration to dodge them all. 

“Look out!” Ruby screamed, and Ben felt cold rushing water over him. He let go of the kids, the three of the tumbling into the water. But then Ben plucked them out of the sea, his eyes glowing, and he could feel pulsating warmth coming out of his hands.

“Edwin,” Ben said as they were once again airborne, “where’s the energy orb? We need to get to it before the aliens do.”

“It’s all the way on the other side of the resort, Ben,” Edwin told him, brow furrowed. “We’ll never make it like this.”

Ben hoisted both children on his back and declared, “Watch me.” And then he flew threw the resort, streams of water flying from his hands like a highly pressurized fire hoses. They hit any wayward aliens that tried to attack them with ease, severing robotic tentacles and leaving remnants of metal in the water. 

More and more robotic limbs flew out of the water and at the superpowered mollusk. Ben blasted the limbs with relative ease. When they tried to sneak up behind him, Ben just focused his water at the back pores of his body, and down they went. “I call that move ‘Back Blast’!”

“...lame,” Ruby commented.

By the time they made it to the jet skis, Ben said, “All right, now we’re talking,” just as the Omnitrix began to time out. He quickly set down Ruby and Edwin in two of the vehicles, but not before he was captured by numerous aliens.

“Ben!” he heard Ruby cry out as Water Hazard turned into a normal human. Ben was able to squeeze out of the trap (the aliens had oddly slow reflexes, seriously?) and he hoisted himself up on Ruby’s jet ski.

The three of them sped off just as another alien was about to attack, but like a total badass Edwin used a wooden oar as a lance and slammed into the creature, killing it instantly. “Thanks,” Ben said, genuinely impressed.

“No, thank you! That was awesome!” Edwin crowed. And then his eyes widened. “Hey, look out!”  
Aliens were approaching them, and without weapons it was all they could do to avoid them in the water. One of them ended up attaching themselves to Ruby’s jet ski, so Ruby smirked and drove up a ramp, the two of them screaming as they flew in the air. They landed on a downward ramp, the alien crashing and letting go behind them. And then they slid back into the water and joined Edwin on their quest.

The location of the orb was half-submerged in water, the metal tubes connecting the pod the only thing truly visible. The three of them slowed near the orb, and Edwin quickly unlocked the hatch. The inside glowed a stunning purple, alien and powerful. 

“If that orb can power this whole resort, just imagine what those aliens did with it,” Ruby breathed, her brow furrowed in thought.

“Stealing all those ships and planes would be a good guess,” Ben spat.

“Maybe, if we reverse the connections, it would turn its outward power inward,” Edwin realized, eyes wide.

“And make the whole resort implode,” Ruby said, grinning. 

“With those aliens in it!” Ben cheered.

“Good thinking, Edwin!” Ruby beamed at him.

“Thanks!” Edwin said with a smile. “But we still need to get out of here.”

Ben smirked at that. “I think I have an idea.”

It didn’t take long for Edwin to tinker with the orb’s settings, which was a good thing because oh god the aliens were back. Luckily they were able to ride away before the aliens caught sight of them, and by the time they arrived the three children were already halfway across the resort.

“How much time do you think we have?” Ruby asked as she maneuvered her jet ski around a corner.

“Not much,” Edwin said grimly. And then they slid to a stop right in front of the old submarine, the one that was supposed to be hanging up by the ceiling but was now floating in water.

“Get in!” Ben ordered.

“That thing’s your escape plan?” Edwin exclaimed incredulously. “It’s only for show!”

Ben held up the wrist with the watch and smirked. “Just trust me.” And then he turned his Upgrade and absorbed the submarine, the golden flesh turning black, green, and white.

“He has to tell me how he does this,” Ben heard Edwin mutter inside the machine, and he could hear Ruby’s responding giggle. And then Ben swam them out of there, just as the resort imploded in on itself, glass breaking and smoke appearing beneath the waves. 

By the time they reached the surface, the skies had cleared, the docks were empty, and Max and Donovan were waiting for them right outside. The submarine lifted itself in the air, bobbing slightly in its golden glory. Ben, Ruby, and Edwin opened the hatch and walked out onto the surface, Edwin even waving down at the stupefied adults.

Once down on the docks, Donovan had to ask, “How did you get that sub to work? It hasn’t run in eighty years!”

“It’s like I said, Donovan,” Max said easily, “grandkids have an amazing way of rising to the occasion.”

“The good news is that all the aliens are toast,” Ruby said happily.

“The bad news… is that so’s the resort, Grandpa,” Edwin said, eyes downcast.

Donovan went down to his knees to look his grandson in the eyes. “Hey, who cares? You’re all okay, and that’s all that matters.” With a quirk of his brow, he added, “You’ll have to fill me in on all the details, Edwin.”

“Most of them,” Edwin said, giving Ben and Ruby a subtle wink. “And the name’s Eddie, Grandpa.”

Donovan nodded, and the two finally shared a heartfelt hug.

“I think our work here is done,” Max told his kids, smiling down at them.

(At least until Donovan declared his next resort was going on the moon. It took a little while longer to convince him otherwise.)


	7. Last Laugh

Ben hated clowns. Hated them. Hated their garish makeup, their laughter, their odd clothing… quite frankly he just hated the very existence of clowns.

So when the circus was in town? He tried not to show it, but Ben was genuinely uncomfortable. The so-called ‘circus freaks’ were bad enough, but seeing the clown in the garish makeup and the baubles on his coat and his freakishly long tongue-

He bumped into something. Shrieking, Ben turned around to fight only to have small hands clutch at his wrists. Bringing them together, Ruby held them firmly and said, “What’s your deal, Tennyson?”

Breathing heavily, Ben asked, “What do you mean?”

“Ever since we decided to go to the circus, you’ve been acting weird,” Ruby told him, brow furrowed. “What are you scared of?”

“I’m not scared of anything!” Ben protested hotly. 

“I don’t believe you,” Ruby told him bluntly. “Everyone has a fear, even you.”

“If you’re so sure about that, then what are you afraid of?” Ben countered defensively. He could feel his old fears coming back to life, could feel it surrounding him like an ugly miasma and slowly choking him every time he breathed.

Ruby softened considerably. Her lip gave a slight quiver, and her shiny silver eyes suddenly looked wet. “I’m afraid of losing any more people like how I lost my mom,” she whispered, her voice tiny and haunted.

Everything tilted just then. It wasn’t like a puzzle piece suddenly fitting in right. It was just a little thing, but enough to look back with renewed interest and wiser eyes. Ruby’s almost deliberate sweetness, her excitability, but most damingly of all, her eerie calmness in battle; it made Ben wonder if she’d seen it all before. 

Was her cheerfulness faked? Were her smiles ever real?

“Ruby-” Ben began to say.

“Come on guys,” Max appeared from around the corner, “The show’s about to start.”

Ruby suddenly smiled, all traces of her tears gone. “Come on, I wanna see this!” And then she tugged Ben’s hand and they made their way out of the makeshift alley.

Ben decided to let it go for now. They would have time later to hash that out, and besides, there was Zombozo the Clown to worry about. 

Like how absolutely freaky he was. The second he popped out of his stupid clown car, Ben was unnerved; He had pale white skin, green hair and disgustingly red lips. The jumpsuit he wore was striped dark and light grey, with big black shoes, black gloves, and a top hat. But Ben could get used to this. It wasn’t that big a deal. He was just some dude wearing cheap makeup. 

“HEYA, KIDDIES!” The man’s voice was filled to the brim with cheer. “HOPE YER READY TO LAUGH!” He began to flips and tricks that were admittedly impressive, but not impressive enough to shake Ben from his fear. 

“Hey, come on,” Ruby nudged him, “Lighten up! It’s some idiot embarrassing himself across the country. It’s not a big deal!”

What was a big deal was how he used some circus freaks to commit crimes for him. Ben stepped out to get some popcorn, when he heard a car alarm go off nearby. Fearing trouble (and needing a break from the hell that was the clown tent), Ben quietly snuck on over to a nearby chain gate, and was shocked to see something even more disgusting than Zombozo’s fake makeup: a guy melting an ATM with his breath. 

The guy was deathly skinny, had wrinkly, pale skin, little bits of straight black hair poking out of the top of his head. When he turned around, Ben nearly barfed at the guy’s red eyes with different-sized pupils, and most of his teeth were missing with his gums a sickening green.

“Acid Breath,” a woman’s voice spoke. “You realize you could’ve melted the money, right?” she scolded him as she stepped into view. Like Acid Breath, she had dangerously pale skin. Unlike him, she had a slender frame, black circles on her cheeks, a black, tight-fitting jumpsuit that showed off lean muscles, and five orange tentacles for hair. On the ends of her hair, she wore clown gloves. Ben was confused by that.

“So?” Acid Breath frowned, “It’s not like any of this money’s going to us.”

“I know, but still, don’t want him getting mad. Remember what he did to them?”

Acid Breath looked horrified, as he backed away. “Y-you’re right, don’t want him getting mad! T-thumbskull, you take over!” 

Something grunted and stamped on over. He was a massive, bulky figure with a massive nail on his forehead. He wore black overalls over a gray shirt with several black stripes on each arm. Like his partners, his skin was pale and he wore black shoes with blue soles. He grabbed onto the remains of the ATM with his large hand and tore the machine in half. Money flew everywhere, as the lady suddenly grabbed it with her weird hair. They were like tendrils, squeezing the money and shoving it in the bag.

“...ok, yeah, now I know I need to step in,” Ben whispered to himself, activating the Omnitrix. 

FLASH! 

Acid Breath spun around, looking around the place. “You guys hear something?”

“Huh?” Frightwig questioned. “Hear what?”

“Must’ve been the wind,” Spidermonkey joked, as he dangled from a loose piece of web above their heads. 

“Yeah, could’ve...HEY, WAIT!” Acid Breath yelled, before looking up. 

Frightwig sent her tendril hands at Ben, who evaded them with ease. Acid Breath exhaled a mighty puff of acid smoke at Spidermonkey, who jumped away and webbed his and Frightwig’s face. Of course, that barely did anything to Acid Breath; while Frightwig struggled to pry the webbing off of her face, Acid Breath melted away the web like it was nothing. Spidermonkey’s expression drooped.

“Oh, come on!” Ben complained, hanging off of a lamppost. Thumbskull grabbed the lamppost and shook Spidermonkey off, catching him in his big hands.

“Gotcha,” Thumbskull smiled, squeezing Spidermonkey to the point where he felt like he would burst. Acid Breath ran off somewhere, but Ben was more focused on the pain at the moment.

“OW!” Ben screeched. “Ok then, buddy! Let’s see how you like this!” And then he dug his very hard, very painful pincers into Thumbskull’s hand. Thumbskull screamed in pain as the bite mark swelled a bit. 

“THAT HURT!” Thumbskull began going on a rampage. He began smashing almost everything in sight, which worked to Ben’s advantage. Ben shot a flurry of webs at Thumbskull, binding him in a mess. With acrobatic skill, Ben landed a perfect triple pike on Thumbskull’s face. Thumbskull fell over with a dull THUD! 

“And that’s how it’s done,” Ben said to himself. Someone applauded.

“Impressive show, kid!” Acid Breath commented sarcastically. “Ever think of joining the circus?”

“And interact with people like you? I don’t think that’s really good on my heroic image,” Ben countered. 

Acid Breath shrugged. “Well boss, I tried.” 

And from out of the shadows, the ringmaster appeared. Zombozo looked unnervingly happy, something that nearly broke Ben out of his confidence. But then he remembered, I’m a superhero! What’s this guy gonna do? Whoopie cushion my seat?

“This better be good,” Zombozo frowned, “I don’t like being interrupted when I’m eating.”

Eating? Ben thought.

Zombozo carefully examined Ben. “Y’know, when I heard about these alien heroes in the news, I thought it was some kind of joke! Especially this one!” Zombozo guffawed. “What, are you some kind of...Spidermonkey?”

“Yes, actually,” Ben said, matter of factly. “I figured it was obvious.”

Zombozo broke down laughing his obnoxious trademark laugh! You’re just a walking joke, aren’t you, kid?”

“Hey, at least I have enough dignity not to wear some crazy clown makeup,” Ben shot back. “What’s the worst you can do?”

“Oh, you want to seeeeee?” Zombozo suddenly became deathly serious. His body began to crack and contort, increasing in size. Ben backed away, suddenly feeling like he was in a particularly nasty horror movie. 

Zombozo’s fake clattery teeth became snarled and sharp. His skin decayed and grew what kind of looked like scales on every where sans his face. Even worse, his pale make up no longer looked horribly fake...it looked like that was his actual skin. His eyes became large and maniacal, pupils growing and shrinking at random times. His sclera turned black, and staring into his eyes, Ben imagined this was what being dragged into hell felt like. 

“Let’s make this quick, kid!” Zombozo laughed maniacally as he sped at Ben, his stupid clown shoes honking as he ran. Spidermonkey could barely comprehend what was going on when Zombozo’s massive fists honked menacingly as they collided with his frail form, sending him flying into the air, and onto a car roof. Ben groaned, as Zombozo clasped his hands together and slammed them down on the car, flattening it...but he could feel this hard pain, digging into his hands...stinging, no, stabbing!

Zombozo yelled as he pulled away, a notable series puncture wounds in his hand. Spidermonkey wasn’t a flat purple pancake underneath Zombozo’s fists, but instead the nigh-unbreakable Diamondhead. Sharp, crystalline quills poked out from his body, a few stained with green blood. Ben grunted as he stood up, and brushed himself off.

“Ok, don’t know how that happened, but I can work with this!” Ben shrugged, as he shot some crystals at Zombozo. Zombozo shielded himself with his large hands, diamonds digging into his skin. (Ben had to admit, it felt good to do that.) Zombozo began to slowly shrink and cower, cursing and barking for his Freaks to retreat. 

“Nuh uh!” Ben taunted, as he formed giant crystalline walls around them. “Try getting out of this, Krusty!” 

“Oh, I love a good challenge!” Zombozo’s creepy clown face lit up with excitement, as he pulled out a smoke bomb with a hyper realistic clown face painted on it. He hurled it at the ground, and a deep purple haze suddenly flooded the area. Ben coughed and struggled to navigate through the smog, while Zombozo and his gang disappeared into thin air. When the haze had settled, Ben was alone with in the walls.

“Gone,” He frowned, as he lowered the walls. Ben felt his body shake as he reverted; what the hell was up with Zombozo? It took him a few minutes to even move a muscle. The entire battle was so fucking surreal, a type of weird Ben hadn’t really encountered and which unnerved him like nothing else. That also begged the question; was there MORE stuff like that in the world?

As he walked back into the fairground, the lights to the circus died down, and Ben could hear weak murmurs and footsteps leaving the place. What followed was a rather dreary image. From his memory, people entered the place happy and jovial, ready for a good laugh / distraction from whatever life threw at them. They left the fairgrounds sullen and blank faced, shambling about like zombies in a low-budget horror flick. Ben had a strange feeling that refused to go away; that maybe something was stolen from these people, something intimate and intangible and vital to their lives.

And then he saw Ruby and Max, and he knew Zombozo was responsible for something. Ruby looked the most tired, her skin paler than usual and her face downtrodden. She looked as if she’d never laugh again (and wasn’t that a terrifying thought). Max looked like he would fall over, wheezing between weak chuckles.

“Where’d you go?” Ruby asked, rubbing her eyes. Her voice was tiny and lifeless and so out of character that Ben was momentarily left speechless.

Ben shook it off and was about to answer when he spotted the circus tent behind them collapsing within seconds. Those freaks were about to take off! “Long story, come on!” Ben grabbed them by the arm and dragged them to the RV. 

“Ben, what’s going on…” Max wheezed as they stepped into the RV.

“The circus is a crime ring. Just try to keep up with me!” Ben directed, activating the watch. “I’m taking to the skies!” Ben suddenly transformed into Astrodactyl, and flew off. Max stumbled his way to the driver’s seat and sluggishly started up the engine. 

As Ben flew overhead the fairgrounds, the Circus Freaks were quickly shoving everything to a clown car. “Must be bigger on the inside,” Ben thought out loud, as he shot a blast of stardust from his mouth. The Circus Freaks gasped, as they quickly got in the car, leaving behind some of their goods. Ben pursued them, eyes dead on the clown car, with the RV slowly racing behind him. Ben tried to fire some more oral blasts of stardust, but the compact car kept on dodging them. Eventually, it led from out of the city, and into the empty road of some forest.

“Gotta get closer, then!” Ben swooped down and closed in on the car, when the window opened. Suddenly, Ben was face to face with driver of the crazy car, Zombozo.

“Give it up, clown,” Ben cawed, “I’m just about done with you!”

“Oh hoho! Now that’s a joke! Here’s another!” Zombozo bantered. “How’s your gramps doing, kiddo?” Ben looked over his back, to see Grandpa Max, asleep at the wheel. It was a miracle he was still going straight, but given his speed-

“I think he’ll crash in a ditch soon, kiddo!” Zombozo motioned to a dead end sign they passed. “But whatever! Not my problem!” He laughed, as he made a haste turn left. Ben swore angrily, but swerved towards the RV, going as fast as he could. How did Grandpa fall asleep? What was Ruby even doing? 

Ben flew over to the RV and opened the side door, and ran to the driver’s seat. He pulled the emergency break and the vehicle stopped with huge jerk, everything inside the RV shifting slightly out of place as a result. Ben took a deep breath as he reverted and slumped over on the floor. 

Max groaned as he weakly woke up. “What….what happened? Did you get him?”

“Grandpa!” Ben gasped. “Oh my god, are you ok?”

“I...I’m tired, Ben,” Max chuckled despite the worry in his eyes. “Dunno why, felt fine when I was in the tent...w-where’s Ruby?”

Ben looked over his shoulder to see Ruby slumped on over in her seat. She looked even worse from when Ben saw her at the carnival. “I think we need to do some research on this clown guy.”

Ben pulled out his phone and typed in the words “Zombozo” on his Safari app. Immediately, a few results came up. Ben clicked the first one, a link to his webpage. A sickeningly sweet picture of Zombozo was put on display, with some links on the side. There were also some pictures of those Circus Freaks, with a few other faces Ben hadn’t seen before. They looked happier and healthier, Ben noted.

“HEYA KIDDO!” Zombozo’s voice rang. “YOU WANNA HAVE SOME FUN?” 

“I swear…” Ruby groaned. “If I hear that fucker’s voice again, I will actually die.”

Ben scrolled around on the website. There was nothing really interesting, just some activities for kids to do, but Ben was more interested in clicking on the “summer tour” page. A few places had already been visited; mostly small towns, in random states...but Ben decided to search some of them up. And the search produced some nasty results. 

Minnesota Town Faces Strange Mortality Rate and Robberies, by some guy Ben didn’t care about. The article was exactly what it described; a lot of deaths and robberies in the same week, occurring the same week that Zombozo had visited. 

This has to be a coincidence, Ben thought as he searched the next town. 

Arkansas Hospital Nurses Dozens of People. Another fun article about kids and adults being hospitalized. Nothing about robberies though. The last article, however, was most curious.

Michigan Boy Hospitalized After “Clown Scare”. The article spoke of how a boy, age 6, had apparently snuck in Zombozo’s tent to say hi. However, Zombozo must’ve scared him, because the boy was sheet white and horribly tired when he returned him to his parents. The boy could only say one thing; “he takes you a part of you.” Zombozo apparently left town following this. 

Ben shivered, as he looked at Ruby. Her conditions matched the boy in the story perfectly.

“Ok, call me crazy,” Ben began, “but I think Zombozo might harvest souls.”

“...that explains a lot,” Ruby grunted, weakly propping herself up. “I feel so empty.” 

“They say,” Max began, “eyes are windows to the soul. Perhaps by his entertainment...he used some tech or magic to steal them.”

“Then I’m glad I didn’t stick around for that.” Ben admitted, heading to the door. “I’m going after Zombozo.”

And then something slumped over in its seat. "Ruby?"She was listless, her gray face set against the table. Her hair was limp and falling into her glazed eyes. And Ben didn't know if he wanted to scream and hide or scream and rage. 

“Ben,” Max stuttered out, his eyes drooping dangerously. His hands shook as he rubbed at them. “I know you’re scared. But you gotta face this guy head on. You can't let him control you... make him scared instead of the other... way... around...Remember, the thing about monsters… is that they use fear to control others. You have to… you have to beat them at their own game. Scare the fear right out of them.”

“I will, grandpa,” Ben said as Max’s eyelids slid shut. Max's eyes slid shut, and he gently snored against the steering wheel, oblivious to the world. Ben felt a little comforted by the soft snores, but Ruby was barely moving, her barely rising shoulders the only thing differentiating her from a corpse. The question remained...how long would they be sleeping?

Ben took a deep breath, and ran out the door to fuck this clown up.  
-  
It hit them like a bullet. One second, the freaks were by their trailers, enjoying their loot, or at least what was left of it. Acid Breath was joking about how that weird monkey thing looked scared shitless with Thumbskull, while Frightwig boredly filed her nails. While she enjoyed their company, sometimes you just had to lay back and treat yourself a bit. 

And then something fast shoved over Thumbskull to the ground, and spun him around a dozen times, sending him crashing into a trailer. Acid Breath couldn’t register a reaction in time, mainly because no one saw it coming. And then Acid Breath disappeared. Frightwig raised up her tendrils in fear, and slowly crept around the place. She was alone. 

The blur... whatever that thing was, it threw Acid Breath at her, knocking her to the ground. Next thing she knew, her tendrils were wrapped around body, ensnaring her for a good while. She struggled to escape her own prison, before she noticed something standing right by her head. A foot, with a wheel on it.

“You’re going to start talking about Zombozo,” the voice of the foot said. Frightwig looked up to see some kind of dinosaur - Tron looking hybrid wearing a mask. “And maybe I’ll let you go.”

Frightwig shuddered. “Ok, ok! He’s a soul stealing maniac, ok?”

“That’s not good enough,” The alien hissed. “Why’s he need the souls?”

“He...he needs them to feel like himself.” Frightwig explained. “You see...our boss wasn’t always like that.”

“By that, you mean a soul stealing psycho.”

The freak nodded. “He was a bright guy, who just had some depression. It happens, I can understand that. Of course, those ignorant bastards that he had to deal with couldn’t wrap it around their head that depression doesn’t just...go away. So, he tried making a machine that could control emotions of other people, so they could understand how he felt. It fed off the positive energies of the person, and left them as a husk. And he found some sick joke in this fact. Hence the clown make up.”

“And where did you guys come in?”

“He hired us. All eight of us. He just wanted to help us get off the ground,” Frightwig admitted. “He needed some funds to keep his machine well oiled or something like that.”

The alien paused. “Where’s the other five?”

Frightwig didn’t answer. 

The alien sighed as it quickly untangled her. “Any idea on how to return the souls to their bodies?” The thing asked.

“Yeah. Destroy the machine, and the souls should fly back to their original bodies.” Frightwig said, picking up Acid Breath. “What are you gonna do, kid?”

“Gonna go pay your boss a visit,” The thing quipped, before it sped away.  
-  
XLR8 stood at the gates of Hell, staring down the dark path it led to. He took a deep breath, as he reverted back to regular old Ben.

“You can do this,” he said to himself. “It’s just a dude with a fake rubber nose and big feet...and a device that could steal your soul.”

And Ben took a step in the dark. That step turned out to be the biggest mistake of his life. Ben suddenly found himself falling through what was hell itself; Zombozo’s laughs and screams tormented his brain the entire way down. Ben screamed as he landed on the ground, his body weak. Something honked as it made his way over to him...and it was the biggest, ugliest pair of shoes Ben had ever seen.

“Zombozo,” Ben hissed. 

“Oh, so you’re the alien freak show!” Zombozo laughed. “I gotta say, I’m entertained!”

Ben could see souls inside the orbs of Zombozo’s coat, could see them moaning in agony while the clown himself smiled. The orbs all led upward to his hat, and in the center of that orb Ben could see a smiling Ruby, her face thinned out and skeletal, pale skin gray, and her silver eyes a dull black. 

Ben pushed aside his fear and snarled, “What do you want?” 

The machine behind Zombozo came to life, and a funnel wove itself toward him so as to bring the clown into the air. Ben kept his head low to the ground, just in case. 

“I only want what every clown worth his floppy shoes wants,” Zombozo said with a loathsome smile. “To make people laugh!” And then he grabbed Ben’s chin, forcing him to look into that evil face. “Then drain their positive energy like a sponge at a pool party!” 

Ben was shaking at this point, there was no denying it. Zombozo sneered at him and threw him back to the ground. “Really, is that so wrong?”

Ben covered his head and forced his voice not to tremble. “Is that the machine you use to suck the happiness out of your audience?”

“I call it the Cy-Clown. Pretty clever, aye?” Zombozo crowed. “Soon I’ll be taking my act to the big cities! Millions of people laughing for me! Feeding me. Making me stronger.” His body became more and more monstrous as he grew larger and larger. 

Ben stopped shaking. He lifted his face from the ground and glared at Zombozo. “I want all the souls back where they belong!”

“Oh?” The monstrous clown gave a mock gasp. “Didn’t you hear? They’ve run away with the circus!”

Ben could only stare in horror as the limelight stopped on some stragglers who stayed behind, showing off their skeletal form. He could hear weak whimpers before dissolving into weak chuckles. But what really got him, was a child no older than three, weakly begging for his mom.

“I’m...I’m scared…” his tiny voice weeped.

And like that, Ben’s fear vanished.

Ben slowly stood up and brought the dial up on his watch. “Oh you’re funny,” he said, voice low and dangerous, “but I’m gonna get the last laugh.”

His own body turning skeletal and transparent, his skin becoming gray, his legs disappearing into a whisp, a single roaming eye on his face, and Ben had become Ghostfreak. 

Zombozo smiled and shook his head. “Nice try, kid,” he said, “but I sell the tricks. I don’t buy ‘em.”

“Shut the fuck up, Pennywise,” Ben said, his voice raspy and dangerous, and somewhat glad Grandpa wasn’t around to hear him say that. “I just figured out there’s something I’m even more afraid of than you.” And then he clawed Zombozo right in his fake rubber nose. Zombozo screamed in pain as he held his nose, green slime coming out of it. “Losing the people I care about.”

Zombozo lifted himself up in to the air, glaring at the area around him. Transparent, Ben continued: “And I’m especially not going to lose them to some goofball emotional vampire. In other words…” Ben turned himself tangible again, “you’re going down, clown.” 

Ben went all out on Zombozo, slashing his body and leaving claw marks all over. His mind was focused on just the image of a bloodied Zombozo, lying on the floor, as retribution for his crimes. Nothing else mattered at this point. He just wanted his grandpa and friend back to normal...and it was time he did that. With a massive slash to the chest, Zombozo fell over on his machine.

The machine exploded, the glass orbs splintering apart and releasing the souls within. Ben saw a few go back to the people who were lying motionlessly on the ground, Ben hovered down in front of Zombozo, waiting for the clown to exit his own busted machine.

“I’m warning you to back off,” the clown said shakily. 

“You wanna see something really scary?” Ben asked sweetly, right before reaching into his own chest and ripping apart the skin. Black and white striped tentacles appeared out of his torso, slithering in midair like diseased snakes. 

Zombozo screamed in fear, eyes bulging as he slammed backwards into his machine. He bounced off the metal and landed on the ground, but then he sat back up and crawled backwards away from Ben. He cowered in a sad little ball as Ghostfreak slowly hovered over him. 

“Oh,” Ben cooed mockingly, “now don’t tell me you’re afraid of old Ghostfreak!”

“Please! No more!”

Ben brought his hands up into claws and said, “Boo!”

Zombozo’s head inflated and then exploded. Confetti fluttered around Ghostfreak as smoke wafted upwards. Ben stared at his own hands for a moment before the Omnitrix began to time out. “Oh,” he said underneath the noise, “That kind of even freaked me out.”  
-  
It was a few days later, when the nighttime sky was clear and Grandpa Max was asleep, that Ben finally said, “So, you never did tell me what happened to your mom.”

Ruby stilled, her feet no longer kicking in the air. She instead laid them flat against the RV’s roof and then turned to face him. “Sorry, but you have to be a level 10 friend to unlock my tragic backstory.”

“Well, I’m at least a level 7 at this point,” Ben countered, smiling slightly. He sat down next to her and could suddenly smell chocolate and roses- it was oddly subtle, but when he was sitting so close to her…

“True,” Ruby admitted. “I guess the short version is that one day, while on a job, my mom left and never came back home. My dad shut down, my older sister- who was only around four or five at the time- had to pick up the pieces, and my uncle kept getting sloshed. It was just a really bad time for my family, and I’d rather not let anyone else go through the same thing.”

“...I’m sorry about your mom,” Ben said finally, his voice quiet and unsure. “You don’t have to tell me all the gory details, I got the gist of it.”

“That was the point,” Ruby told him, smiling softly. And then she put her head on his shoulder and closed her eyes. Ben froze and looked down at her, noting how peaceful and alive she looked compared to how corpse-like she was just a few days ago. His shoulders relaxed and Ben stared up at the night sky, taking in the bright stars and soft scent of rose petals.


	8. Charm School’s Out

Ben groaned audibly as the Rustbucket rolled over a wooden bridge. The trees surrounding the Hogwarts-style school were nice to look at, but all he could focus on was visiting his dweeb of a cousin. It was going to be a boring day with little Miss Know It All, he just knew it.

Ruby was reading a brochure for Bancroft Academy, the fancy school Gwen had gotten a partial summer scholarship for (the rest paid for by Gwen’s rich parents). “Lot of good things about this academy,” Ruby said out loud. “Gwen’s pretty lucky to get in.”

Ben grabbed the brochure out of her hands and gave it a once over. “More like it’s a school for snobs and posers. Must be why Gwen fits in so well.”

“Be nice, Ben,” Max chided. “Ruby’s right, Gwen’s extremely fortunate to get into this school. We need to show our support.”

“Yeah, if we don’t kill each other first,” Ben muttered. 

“Personally I wanna check out the library,” Ruby said dreamily. “And the school looks almost like Hogwarts, it’s a geek’s dream come true.”

Ben rolled his eyes but smiled anyway. “Settle down, I don’t think this school is fond of kids like us.”

Ruby shrugged. “Fair enough.”

The school indeed looked like Hogwarts, or at least a decent imitation of it. The buildings were more close together, and it looked more like some Ivy League college campus, but the crumbling, ivy-covered buildings and surrounding forest gave it a familiar, mystical feel. 

But, thanks to location, it was kind of spooky. Ben and Ruby were creeped out by the painting of the headmaster that was in the office area. As they moved from side to side, the headmaster’s eyes followed their every move.

“What are you kids doing?” Max asked as he walked over.

“Just move from side to side a bit, and watch the eyes.” Ruby said, not breaking her focus from the photo. And Max did so.

And soon, there were three people horribly unnerved by the photo. “Someone should call an exorcist,” Max joked as they walked to the courtyard.

Meeting up with Gwen was… not fun, to say the least. Gwen was a young, red-headed girl with a blue hair clip in her bangs and green eyes, a slightly darker shade than Ben’s own. She was dressed in her red school blazer and black knee-length skirt. She was had grown a few inches taller, which was only truly noticeable when she stood near Ben and Ruby. She had freckles on her cheeks and light, blue rimmed glasses on. Gwen looked oddly mature for her age, which was another reason Ben hated his cousin.

She dressed like a librarian. And not a cool one. like an old hag who was insistent the library maintain zero decibels every second she was in there. 

“Grandpa!” Gwen yelled, as she ran up to Grandpa Max and gave him a big hug.

“Heya, pumpkin. How’ve you been doing?” Max greeted her.

“Pretty good! I’m having soooo much fun here! Oh, I have to give you a t-” Gwen paused, as she noticed an unfamiliar face. “...this must be Ruby, then.”

“Nice to meet you,” Ruby smiled politely. Gwen gave Ruby a polite greeting and a handshake, and then turned to Ben with a disgusted look that he returned. If looks could kill, Gwen could be charged for a war crime.

“Don’t do anything to embarrass me, dweeb,” Gwen hissed at him.

“Don’t worry,” Ben told her smugly. “I’ll be on my best behavior.”

Gwen’s voice gained a whimper. “Why doesn’t that make me feel better?”

Gwen led them to somewhere- Ruby wanted to care, but she was too busy looking over the (admittedly) beautiful campus. She did notice someone creeping around one of the fountains on campus. It was a group of girls, dressed in heavy black cloaks that wouldn’t have looked out of place in some cheesy B-movie horror flick. She could hear them murmuring, snippets of “a few more hours” and “we’re almost ready” reaching her ears. 

Ruby had the sneaking suspicion that today was gonna be another one of those days. 

“Hey, Ruby!” Ben called out. “What’s the hold up?”

“Oh, nothing.” She ran up to meet them, brushing off the thought. 

From that point they went on a tour of the enormous school, Gwen rattling off facts like they were going out of style. “And recently Bancroft Academy was awarded the prestigious solid gold Mainecroft trophy for top rated prep school on the East Coast.”

“‘Solid gold’?” Ben scoffed. “Sounds pretentious, just like the rest of this school.”

“He’s got a point,” Ruby agreed. “I mean, you just had to mention the trophy, not the solid gold part. That’s just asking to be stolen.”

Gwen glared at them both before turning on her heel and stomping away. Ruby gave Ben a disbelieving look. Ben shrugged in a ‘what’d I tell ya?’ kind of way. 

“She is worse than how you described her, holy crap!” Ruby whispered. “Who put salt in her milk?”

Ben blinked. “Weird insult, but accurate.”

Next was the science lab, which got cut short when Ruby pointed out that all the equipment was out for the taking. “I wonder what we could mix together…Oooh, how about lithium and potassium with water?”

“Dunno what that does, but don’t care! Sounds awesome!” Ben wondered excitedly. He and Ruby shared a quick high five.

Gwen quickly ushered them out of the lab before they caused an explosion. (Which they wouldn’t, seriously, mixing lithium and potassium in water was an average school science lab. Gwen was just paranoid.) 

The rest of the tour was as dull as the beginning, though Ruby did appreciate the great library as expected. Even Gwen had to smile at that, but not before fixing Ben with a snotty, “Guess you finally found a friend who’s smarter than you.”

“At least she’s not a total snob like all your friends,” Ben shot back. He left Gwen behind to join Ruby as she cooed over some of the crumbling books. A few minutes of that later, and Ben had to ask, “Why are you so excited about this library anyway? I mean, yeah, they’re ancient and priceless or whatever, but they’re bound to be boring.”

“My sister used to read me bedtime stories from crumbling books like these,” Ruby admitted, giving him a sheepish look. “She mainly read Grimm’s fairy tales, but also Disney stuff and anything else she could get her hands on. She’s not much of a reader herself, but because of her I can’t live without books.”

And Ben was forcibly reminded that Ruby had lost her mom years ago, but he had never even considered that she had been so young so as not to have her own mother read her in bed. Ben couldn’t remember his own mother doing the same thing, but he knew it had happened. Just how much did Ruby miss out on that her own sister had to be a stand-in for?

Instead of apologizing, Ben just gave an awkward shrug of his shoulders and said, “Well, since this is rip off Hogwarts, I bet there’s a forbidden section full of evil, magical textbooks.”

Ruby snorted. “Or more like a regular section full of normal adult things that students aren’t allowed to read.”

“Would they really have something like that in a school full of kids?”

“Should Dumbledore have put the Philosopher’s Stone in a school full of kids when he knew a genocidal maniac was after it?” Ruby countered hotly.

“...shit, you’re right,” Ben realized. “And there probably is a forbidden section here, maybe on magic or aliens or whatever. A school as old as this has got to have a few grimoires in its collection.”

“Well come on, let’s find it!” Ruby exclaimed, grabbing Ben’s wrist and dragging him away (not that he particularly minded) only to bump into someone.

“Watch where you’re going,” the voice snapped. They had bumped into an older girl, who looked to be 16 or 17, or perhaps a little younger. She had platinum blond hair, light blue eyes, dark eyebrows and pale skin. Any other features were unimportant to speak of; her face was stunning, high cheekbones, a sharp, diamond-shaped face, an aristocratic nose, and soft pink lips. It was the only thing they could pay attention to.

“O-oh, sorry!” Ben blushed, trying to divert his eyes and failing miserably.

“Y-Yeah,” Ruby’s face was also red. “We just wanted to see if...this place had a forbidden section. You know, like in Hogwarts.”

“Well, are you members of this academy? Do you have a library card? Are you 13 years of age or older?” The girl demanded.

“...no.” 

“Then get lost.” The girl huffed, walking off. 

Once the girl was out of earshot, Ben breathed out, “Oh my god she was so pretty!”

“Dude I know!” Ruby whispered back, eyes sparkly. “Someone like that needs to come with a warning. She was kind of mean, though…”

“Well, wouldn’t you be if a couple of kids admitted to being up to no good?” Ben pointed out.

“Yeah, okay, good point.”

The tour was cut short when Gwen had to help out with something- what was it, a fundraiser? Ben and Ruby didn’t care enough to remember. Max decided to go with her, mainly to spend some time with his granddaughter. Ben and Ruby decided to rest a little bit by the gym area, lazily gazing out towards the courtyard.

“So, you think you could ever manage at a place like this?” Ruby asked.

“I dunno. In 4th grade, I managed to get Bs and high Cs because I put C for everything on the quizzes and tests. Think that strategy would work here?” Ben wondered.

“...did you do this on true or false quizzes too?”

He scoffed. “Course not. I’m not as dumb as Gwen thinks I am.”

Ruby held up her hands in surrender. “Sorry dude, I was just curious. Didn’t mean to strike a nerve.”

Ben sighed and rubbed and his face. “Sorry, it’s not you, it’s Gwen. And this place, but especially Gwen.”

“Yeah, your cousin’s a piece of work,” Ruby said. “Why is that?”

Ben grimaced. “Her dad’s a lawyer and her mom’s a finance manager. Both take education seriously and expect their kids to do the same, which is why Gwen and her older brother were forced into programs and clubs that were education-coded. Everything was tough for them, but they were expected to excel, which both did. Gwen especially- like, Ken does great at school, but he’s always enjoyed more artistic stuff, like music and drawing. Uncle Frank and Aunt Natalie are cool with it, but they still expect him to have a ‘real’ job so he doesn’t end up a starving artist.”

“That makes sense, I guess,” Ruby mused. “I mean, the way you put it makes them sound mean, but the ‘starving artist’ thing is a stereotype for a reason.”

“Last time I talked to him, Ken was planning on becoming an architect,” Ben said. “It’s mainly math stuff, but there’s room for creativity, so, you know. Best of both worlds.”

“Ken seems like a pretty cool guy.” Ruby sent her friend a teasing smile. “But do your names really rhyme?”

Ben rolled his eyes. “Unfortunately. Our folks were totally lazy in the naming department, they just won’t admit it. And yes,” he added with a smile, “Ken’s a good guy. I mean, he still takes a lot seriously, but he knows when to just kick back and go with the flow, you know? He’s nicer to be around than his sister.”

Ruby screwed up her face. “Okay, so if Ken gets a five-star review, what’s Gwen’s deal?”

Ben frowned instinctively. “Well, Ken found an outlet outside of academics, but Gwen hasn’t. It’s like her whole identity is tied into being top of her class and future valedictorian. Like, it’s great she takes school seriously, but she takes it up to eleven and gets so condescending when others won’t do the same.” 

“As explained by the solid gold Mainecroft trophy,” Ruby muttered, making Ben smile.

“Plus, I think she’s tied her identity over how smart she is?” Ben wondered out loud. “I mean, she always gets loads of praise whenever she does well in school, plus with all her extracurriculars and this summer school… I don’t know. I think she likes lording her superiority because she and everyone else knows she’s smart.”

“Is that why she’s always at your throat?” Ruby furrowed her brow. “Because she knows she’s smarter than you and likes trying to ruin your self-confidence?”

Ben snorted. “I give as good as I get, trust me. And I may not care as much about school as she does, but that’s because I don’t wanna grow up so fast. Let Gwen burn herself out, I’d rather take my time and enjoy being a kid while I can.”

Ruby nodded slowly, silently acknowledging the point. “At least your parents aren’t stressing you out like Gwen’s. They seem to actually give you some breathing room, unlike Frank and Natalie.”

“They do,” Ben said gratefully. “And I bring home mostly B’s, they can’t complain that much.”

“What subjects gave you high C’s, though?”  
“English and math,” Ben said. “Proper grammar is bullshit, and so is the way my teachers teach math.”

Ruby snorted. “Oh geez, you sounded like my dad for a second there.”

Ben raised an eyebrow, his smile amused. “Your dad swears around his kids?”

“Only when it’s to drive a point home,” Ruby explained. “My dad’s a professor and believe me, he has a lot of issues with the current education system. Like, so many.”

“Can I meet him sometime? I got some complaints of my own,” Ben said half-jokingly. At that, Ruby practically burst out laughing, tears forming in her eyes. 

Her laughter was cut short when a loud crashing sound echoed in the next room over. Ben and Ruby ran to it to discover someone had stolen the numerous gold trophies that the academy liked to show off. (Damn snobs.) 

“Told you they’d do that!” Ruby smiled, and did a little ‘I was right’ dance. “But seriously, we should do something.”

“Yeah, yeah, on it!” Ben said, twisting the dial to the Omnitrix. He slapped down the faceplate, and suddenly, in green flash, there stood a few Echo Echo. “Gotta-split-up!” They crowed as they ran around the place. 

“You know, if Gwen sees one of you guys, she’s gonna kill you,” Ruby noted.

“Not if she doesn’t realize it’s me!” One of the clones objected.

Ruby paused. “Well, Max is gonna kill you,” she corrected herself.

“Oh, hush.” One of the clones frowned, before it opened its mouth. Ruby stared in confusion, while the others watched. It looked like it was doing a sonic scream, except not? The clone closed its mouth, before running off. The clones followed, scurrying after the guy. 

“H-hey! Where are you guys going?” Ruby yelled out, running after them. 

“We’ve found the thief!” One of the clones explained.

Ruby screwed up her face in confusion. “Wait, what? How’d you do that?”  
“Echolocation!” The clones all chimed in.

“HOW?” Ruby yelled, even more baffled. 

“Hey, I’m just as confused as you are,” one of the clones shrugged. “I’m no science buff!”

The clones tracked the perpetrator down to the library. Ruby dreaded the thought of those little loud boys entering a place where mandatory quietness was enforced, and prayed they wouldn’t find anything suspicious in here. 

Sadly, they did. Just not in the library area.

The Echo Echos crowded around the girl’s bathroom, each murmuring about who would go in. Ruby rolled her eyes as she parted the crowd like Moses with water and walked in. “Dude, it’s just a bathroom.”

“...but it’s a girls bathroom.” One of the clones interjected.

“Just shut up and get in here.” Ruby huffed.

The clones all merged back together and walked into the bathroom. Ruby was opening the doors of the stalls, looking for the perpetrator.

“We lost her,” Ben frowned as he reverted back to human. “Any idea where she might be?”

“Maybe…” Ruby motioned over to one of the toilets. Unlike the other ones, this one didn’t have any water in it. “That’s odd.”

“Is it? Maybe they’re just having water problems.”

“At this place? Doubtful.” Ruby said as she flushed the handle. Suddenly, the toilet moved to reveal a crumbling stone staircase that led underneath the school, the tunnel itself shrouded in darkness. 

Ben folded his arms. “Man, this is the second time we’ve found something like this in a normal place.”

“And while visiting family. Kinda redundant, isn’t it?” Ruby joked as they descended into the darkness. They stuck close to the walls, making sure not to get lost. After a series of poorly navigating through the twists and turns of the cavernous tunnels, they finally found something. 

It was dark circle of students of varying ages, all chanting and humming an ominous tune that sounded like a typical Gregorian chant. They were gathered around a bubbling cauldron, and occasionally threw things in; chemicals from the science lab, the solid gold trophy, and eventually, one girl offered her own blood into the brew, making it bubble even more. Green light shone out of the cauldron, lighting up the catacombs and revealing dripping stone archways and broken tiling on the ceiling. Ben couldn’t make out the drawings, the eerie light rippling over the paint and hurting his eyes. 

“Cultists!” Ruby whispered as she realized what she was seeing.

Ben blinked. “Like at Jonestown? Or Charles Manson’s Family?” 

“...how do you know this?” Ruby asked, more than a little horrified.

Ben shrugged. “Dad likes true crime and was watching a documentary about Charles Manson when he thought I was asleep. As for Jonestown… well, Wikipedia surfing is a thing.”

“...huh.” And with that, the two of them turned back to the growing crowd of cultists. 

At some point, a girl stepped forward. She took off her hood to reveal her stunning face and beautiful blonde hair. “Hey, it’s that hot girl we ran into earlier!” Ruby blushed.

“Should she still come with a warning?” Ben asked cheekily.

The blonde girl took a deep breath, and looked around the room. “Give me an update on the spell.”

“Lady Michelle,” one of the girls said, “The portal is almost open.”

“I told you not to call me Michelle when we’re in here, Bethany!” Michelle frowned, stomping on over to her follower. “For the last time, my name is Morningstar!”

Ruby snickered. “What is this Warrior Cats nonsense?”

Bethany stepped away. “L-look, I’m sorry! Just a slip of the tongue! Really!”

“Slip of the tongue, huh?” Morningstar frowned, as she rolled up her sleeves. On her wrists were strange markings, small and indecipherable from Ben and Ruby’s line of sight. The markings suddenly lit up, as Morningstar reached into Bethany’s mouth-

And ripped out her tongue.

It wiggled around on her palm, and she looked at it with disgust. Bethany screeched in horror behind her hands, blood leaking through her fingers. Ben and Ruby’s eyes widened, watching the girl squirm and struggle.

“I could put this into the cauldron and speed up the spell,” Morningstar began, “or, you could snivel and beg for my forgiveness.” 

Bethany immediately got on the floor and began kissing the ground around the sorceress, leaving bloody kiss prints near her feet. Michelle got down on one knee, and raised the girl’s chin up and put her tongue back where it belonged, her markings glowing once more. “Do not cross me again.” 

“I think I’m gonna be sick,” Ben whispered.

Ruby just whimpered. 

“The time of God is over,” Morningstar continued, as she walked around the circle, “If God really wanted us, he would have recognized that humans are particularly insignificant in the larger plans of intergalactic existence. We are just a small species, projecting their own mental idolatries onto the vast cosmos. Nothing imagined will return to us,” she gave a dramatic flick of her cloak, “but we can summon our very desires should this cauldron summon our Old God.”

“HAIL CTHULHU!” The circle chanted, as the liquid in the cauldron turned a toxic purple color. 

“...who the hell is Cthulhu?” Ben was just convinced this was a crazy fever dream now.

“God if he was a squid.” Ruby said, eyes laser focused on the crowd before her.

“Wait, really? Can I join this religion?”

Ruby elbowed him in the stomach and ignored his muffled, “Ow!”

Michelle’s head snapped over to the shadows. “It appears we have some uninvited guests.” She frowned, then walked on over to where Ben and Ruby were hiding. Ben gasped and slapped down the Omnitrix. He immediately morphed into Heatblast and sent a fireball at Michelle’s face. She caught it and held it in the palm of her hand, totally unfazed. Ben’s jaw dropped as she crushed the fire, smoke spilling out of her closed fist.

“Baby magic,” she scowled. “A polymorph such as yourself is quite low leveled.”

“Hey, I’ll have you know I’m a Level 56 Rogue in my Dungeons and Dragons campaign!” Ben defended himself. “That’s so high leveled!” He then fired a barrage around the room, his fireballs ricocheting off the stone walls of the catacombs and setting the girls cloaks ablaze. The cultists screeched as they ditched their robes and ran out of the place.

“COWARDS!” Michelle cursed, her hands glowing bright yellow. “YOU PEONS WILL BE PREDESTINED TO THE MINES IN HIS WORLD!” She clenched her hands, and suddenly, yellow gauntlets formed around her fists. 

"NO ONE EXPECTS THE SPANISH INQUISITION!" Heatblast yelled as he began shooting flames from his hands. Michelle simply held out her hand, and suddenly, all the flames in the room were absorbed into her gauntlet. The runes on her arms suddenly started glowing a more dangerous shade of orange as her weapons increased in size.

“I can cannibalize energy and use it to aid me in combat,” Michelle gloated. “Not to brag or anything, but you’re fucked.”

And Michelle confirmed her statement by suddenly rushing Heatblast with a flurry of painful punches. Ben could feel it crack his dermal armor as he weakly tried to defend himself, his flames sputtering out with each hit. She cackled as Ben hit his back against the wall. His entire body felt like it was going to give out, right then and there. Michelle’s giant gauntlet suddenly covered his face, crushing his skull.

“Let’s see how durable you are after I take all your energy!” Michelle laughed as cracks like streams of blood broke out of Heatblast’s head. Suddenly her laughter turned into screams of pain; Ruby had dumped the steaming caldron on Michelle’s head. She stumbled around the room, struggling to get the pot off of her. And judging from her continuous banshee screeches, the liquid was burning her terribly.

“You ok?” Ruby asked, looking at Ben. He nodded weakly, the flame on his head slowly returning and the cracks on his skull diminishing. 

“I should be,” Ben rasped, his head aching. “No thanks to the wicked bitch of the west. What did you do?”

“Eh, just dumped her stupid potion on her head,” Ruby shrugged. “Typical fairy tale stuff.”

“You sure? You don’t often see that in cartoons,” Ben replied.

“Yang always read the Brothers Grimm version,” Ruby smiled. Michelle suddenly fell over onto the stone floor, the caldron breaking upon impact. She laid sprawled over the ground, defeated. Her skin was red but not that badly burnt. 

“Welp, she didn’t melt.” Ben frowned as he reverted. “I’ve kinda wanted to see a person melt. Is that weird?”

“Not really? Horror movies help fill that void,” Ruby replied. 

Speaking of horror movies, Michelle’s body suddenly shot up, and she glared hatefully at the two. Her eyes were bloodshot, her mouth agape. As if it couldn’t get more creepy, her head did a full rotation around her neck. 

“Beware,” She croaked, “beware the coming threat, the threat from the stars. Beware, the threat from the dawn of shadows. Do not go gentle into that good night. Do not go gentle into that good night. Do not go gentle into that good night…”

Ben blinked. “Ok,” he said, his tolerance for weird, creepy shit officially gone. And then the two left Michelle on the floor, her ravings sputtering out as unconsciousness claimed her.

In the end, the trip could’ve been worse. Granted Ben and Ruby were pretty much numb for the rest of the day, no longer capable of caring what Bancroft could throw at them, but they had confirmation that magic was real, so, you know. Silver lining. 

As they said their goodbyes, Gwen gave her grandfather a big hug. She turned to Ruby and gave a polite handshake and smile (which Ruby returned, her father didn’t raise a savage).

As for Ben?

“Try not to lose this one,” Gwen sneered at him when Max and Ruby weren’t paying attention. “You don’t want to drive away one of the few people who still tolerate you.”

Ben raised an unimpressed eyebrow. “Pot, meet kettle.”

As the Rustbucket drove away from Bancroft, Ruby lifted a can of soda. “Goodbye, Bancroft Academy! You were a tougher stain to clean than I thought!”

“I’ll drink to that weird metaphor,” Ben said as he took a sip of his own soda. Max just sighed from the driver’s seat. 

As they crossed over the wooden bridge, Ben asked, “So, where to next, Grandpa?” 

Max grinned. “Mount Rushmore.”


	9. Secrets Part 1

Being caught in traffic was annoying, but the source for the traffic was terrifying. Plowing through the traffic was a shiny steampunk giraffe, operated by some punk named Steam Smythe. Steam Smythe was a redhead who wore a steampunk outfit with gears all over him. His head was well set on his shoulders, and his black eyes looked around with cold assurance. He was tall, had a large forehead, straight nose, and well tempered hands. The man was a force to be reckoned with.

Too bad he was essentially the baby boomer’s baby boomer.

“The world of technology confounds me! I remember when STEAM was all the rage!” He complained loudly. “I WANT TO GO BACK TO THE GOOD OL’ DAYS!”

“That’s what every old geezer says whenever they want to complain about youth today,” Ben muttered under his breath. He twisted the Omnitrix dial, trying to find Astrodactyl’s icon. He passed Diamondhead, Ghostfreak, Water Hazard, some alien he’d never been, XL-

Ben paused for a second. Wait, what?

He twisted the dial back, and looked curiously at the new icon. “What’s this?”

Ruby peered over his shoulder. “Haven’t seen him before.” 

Ben shrugged. “I dunno, but he looks cool! Maybe he can stop the robot!”

“Hold up. You don’t know what this alien can do, but you want to use him anyway?” Ruby raised an eyebrow. “That doesn’t seem very smart.”

“Hey, I adapt quickly! Besides, don’t you want to see what he can do too?”

Ruby thought for a second. “...Okay, kinda.” She smirked. “Go for it.”

Ben slapped down the faceplate: his body began to stretch and grow, his child-like stature becoming more and more hulking, becoming a broad-shouldered alien covered in natural, yellow armor plating on his back, shoulders, and the backs of his arms. He was mostly white, with black on his upper half. He had four claws on both of his hands. The Omnitrix appeared on his forehead.

Ruby was suddenly squished in the RV thanks to Ben’s new form. “Can’t...breathe!”

“Sorry!” Ben apologized as he awkwardly waddled out of RV and into the open. His voice was deep and baritone. Ignoring the screams of innocent civilians, he cracked his fingers and took a deep breath. “Let’s see what this alien can do. It’s hero time!”

And then Ben stared at the steam-powered giraffe. Menacingly. 

“What are you doing?!?” Ruby yelled from the RV.

“Heat vision!” Ben yelled back. “Maybe this guy has it!” Ben stared for a few more seconds before sighing. “Well, that was a strain on my eyes. Let’s try freezing breath!” The robot leg stomped near him, and he just sharply inhaled...and let loose nothing. Ben smiled sheepishly as the giraffe knocked him across the road and right into a ditch.

Ruby tugged on Max’s shirt. “Should I?”

Max sighed. “Just this once. Don’t let him see you.” Ruby grinned as she rushed off to grab her weapon.

In the ditch, Ben struggled to even get up. The robot stomped closer and closer to him.

“Such a pity that the age of steel has once again failed the present day,” Smythe reflected, as he shoveled some more coal into the robot’s furnace. “But then again, another reason for more manifes-what the hell are you doing?”

Ben was making circular motions with his hands. “Seeing if have magnetism. Why?”

“...Okay, I’m done here.” Steam Smythe’s giraffe suddenly thrusted it’s head downwards, and Ben curled up in the fetal position. The metal head clanged painfully as it collided with the hard shell of Ben’s new alien. 

“Alright! I can do something!” Ben cheered from his shell, his voice muffled. “Now, how do I get out of this?”

“Heroic indeed,” a familiar voice deadpanned from afar. 

Smythe grinned as he ordered his giraffe to smash into Ben once more as something began shooting at the machine, putting slight dents into the metal. Smythe’s head swung around, noting nothing of suspicion. He resumed his attack, but again, bullets. They came from a different side that time. Smythe grit his teeth and did another quick study. He noticed something red in the distance; lingering red confetti? The mechanical demon stepped away from the curled up ball. 

“What trickery is this?” He said out loud, as he walked on over. “More new-fangled technology?” Suddenly something sped between the legs of his giraffe, causing it to shake a bit.

“What on Earth was-” Steam Smythe never finished his sentence. Something pierced his machine’s neck - a curved blade, a strong one too. The head fell off with ease. Smythe gasped as he cradled the decapitated head of his giraffe. And then the legs went, falling to the ground like cut timber. And the other half of his machine’s torso, separated into pieces. All that carnage within seconds. He found himself on the ground, surrounded by the pieces of his beloved machine.

Smythe scowled as he stood up, glaring around the place. “WHO DID THIS?”

Smythe was greeted with a flash of red and then pain, searing his body. Blunt metal had hit his torso, and he was suddenly thankful that it wasn’t the silvery curved blade that he had seen take apart his robot.

Ben reverted back to human not long after. He struggled to climb his way out of the ditch, and saw the remains of the steam powered giraffe. He blinked before turning his head to see the knocked out Smythe, his clothing cut to shreds and the beginnings of a horrid bruise on his chest.

“Well, that’s what he gets for using ancient tech, I guess,” Ben said, already dismissing the villain. He walked back to the RV and eased into the soft leather of its built-in seats. Ruby sat innocently in her usual seat, her nose buried in one of the books she had brought for the summer.

“I think we’re gonna need some practice with that guy.” Ruby yawned, eyes on her newest page.

Ben sighed as he relaxed in the RV, his shoulders slumping with exhaustion. “Didn’t know I could go more than 10 aliens. Too bad that new guy was useless.”

“And with one more, who knows how many more aliens there could be in that thing?” Max commented. “I thought that species was extinct…” he trailed off quietly, eyes narrowing. 

“What did you say?” Ben perked up, a little confused. “Thought I heard you say something else.”

“What? No.” Max then returned his gaze to the road and focused on his thoughts.  
-  
Ben was carefully focused on the news on screen. Normally, any kid Ben’s age would not care what the reporter had to say, but today? Something weird was going on. 

“Reports say a ‘giant raven’ has been flying around the Keystone area. All residents should keep a close eye on the skies,” the reporter said over the sounds of the RV’s engine running. 

“Woah, you guys hear that?” Ben asked the other two passengers. Ruby fidgeted a little in her seat as the newscaster continued to speculate about the so-called ‘giant raven’.

“Uh, yeah,” she said with a slight quaver, “Interesting, but probably a hoax or something!”

“Really? A hoax?” Ben asked, raising an eyebrow. 

“Well, you know! It could just be a prank!” Ruby brushed off the idea.

“You don’t sound very convincing, Scully,” he teased, but he let the subject drop anyway, and returned his eyes to the TV. Ruby nervously looked back at Max. He seemed tense, unreasonably so.   
-  
The other sides of Mount Rushmore were impressive to look at, but that wasn’t what people truly wanted to see. The southeastern face of Mount Rushmore, however, had four gigantic carved sculptures depicting the faces of great U.S. Presidents; George Washington, Thomas Jefferson, Abraham Lincoln and Theodore Roosevelt. Of course, no one really knows what Jefferson and Roosevelt did (I mean, when you end a war and stop slavery, you’re kinda overlooked), but it was impressive to look at. 

Ben stared curiously at the sculpture before slowly reaching for the Omnitrix. Ruby grabbed his shirt collar and gave Ben a grave look. “Whatever you do, do not anger President Rushmore.”

Ben nodded solemnly, the expression utterly foreign on his face.

Max just looked at the two of them and sighed heavily. “You stay here. I’m going to go look at-” Max scrambled for what to say. “The gift shop! Yes, the gift shop.” And then he speedily walked away.

“Okay. We’ll be admiring the presidents.” Ben raised an eyebrow in serious suspicion. Grandpa Max was being weird again, but he couldn’t comment as the older man disappeared from view. “Seriously, he’s hiding something from us.”

Ruby shrugged boredly. “We all have secrets, Ben. Sometimes we don’t like to talk about them. I mean, would you tell everyone about your watch?”

“Okay, you have a point. But still! Grandpa’s doing a terrible job of hiding the fact that he has secrets, and honestly? I wanna know what’s up. You game?”

Ruby shook her head, which surprised Ben. “Sorry dude. I’m just gonna admire Rushmore for a little longer. Maybe check out Yellowstone? I dunno.”

“You’re acting weird today, Ruby.” Ben noted.

“I’m just really not in the mood to cause trouble, I guess.” 

“What, afraid that weird bird is gonna snatch you up if you’re bad?” Ben joked.

Ruby huffed, and grit her teeth. “Please, do not joke about that.” Ben started, utterly confused. He’d never encountered an upset Ruby before, especially when all the vitriol was aimed at him. 

Ben frowned. “Well, your loss. If it’s something cool, you’re gonna miss out on it.” Ben then went behind a sign and transformed into Ghostfreak. He phased his ghostly head through the sign and asked Ruby once more, “You sure you don’t want to come?”

“I’m good, dude,” she said. “Besides, Ghostfreak’s voice sounds like pure nightmares.”

“Yeah, kinda. But I can change that!” Ben cleared his haunting throat. “Come with me, and you’ll see-”

“GET OUT OF HERE!” Ruby sounded even more frustrated that before.

“Ok, going, going!” Ben turned invisible before flying after Grandpa. His mind was so focused on Grandpa right now, he felt he could be missing something. It was obvious, but he didn’t care to acknowledge it.

Like that Ruby was also hiding something as well. 

She pulled out a walkie talkie and activated it. “Uh, Mr. Tennyson? Ben’s following you now.”

Max sighed through the other line. “Well, he was going to find out anyways. Follow him, ok? And keep him out of trouble.”

Ruby huffed, as she silently followed Ben into the forest.  
-  
Ruby didn’t mean to cause trouble. Honest. She saw that someone was getting mugged, and so she acted. 

By throwing the mugger through the goddamn window. 

Really, that was the only logical solution. 

It wasn’t that big a deal, she thought, watching the man get handled by authorities. She was only doing the right thing.

Ruby blinked as she processed the words. “Wait, you’re sending me away for the summer?” 

Tiayang nervously scratched his neck. “Kind of. It’s a complicated situation. With your sister having some issues with her semblance…” He motioned to a giant gaping hole in the wall, caused by Ruby’s victory in Wii Sports. “I think I might have to devote a lot of time towards her this summer. Plus, I don’t want you feeling left out of the camp activities, especially since you’re too young to attend. Not to mention, your little stunt at the store downtown…” Her father side-eyed her at that. 

Ruby blushed and coughed.

“Ah, don’t worry kiddo,” Tiayang joked as he ruffled Ruby’s hair. “I did worse when I was your age.”

“So you’re gonna leave me with Uncle Qrow?” Ruby asked eagerly.

“NO.” 

“Aw.”

“You’re gonna be traveling with an older buddy of mine. I think his grandson is going along too,” Tiayang explained as he did a quick measurement of the hole. “He’s a nice guy. He and I worked on some missions together.”

Ruby paused for a moment. “Did Mom know him?” Ruby questioned.

Tiayang went quiet. Ruby quietly drew her answer from there.  
-  
“All summer?” Yang frowned, watching her sister pack her bag. “You know if you’re not within my vision for 24 or more hours, I’ll just shrivel up and die!”

“It’s not that bad, Yang! I promise I’ll text you everyday, and I’ll get some souvenirs for you.” Ruby smiled. “Seriously, I don’t need you to baby me. I don't want to be the bee's knees, okay? I don't want to be any kind of knees! I just want to be a normal girl with normal knees.”

“What's with you? Aren't you excited?” Yang questioned. “You’re gonna be traveling across the country! That’s a pretty big deal!”

“It’s with some stranger! I feel like I really shouldn’t be there.” Ruby admitted, “It’s kinda like being a stranger in a house? And you don’t understand the shower area?”

“Just look at it this way,” Yang said, putting a hand on her sister’s shoulder, “it’s like going on an adventure with a random group of people. Like Lord of the Rings!”

“I guess…” 

“Hey, don’t worry,” Yang smiled. “I’m sure you won’t even have to use your powers for anything too drastic. It’ll just be a nice, normal summer for you.” 

Ruby kept repeating that last line in her head a few times. Normal wasn’t the first thing she would’ve thought of, to be honest.  
-  
As Ben quietly snuck through the forest, he watched Max creep through a series of trees. “Where is he going?” Ben said to himself quietly. The mystery kept deepening with every moment, and Ben was even more curious for the answer now. He snaked his way through the trees, carefully hiding in the shadows.

Suddenly something flew above him. Both Max and Ghostfreak looked up (in Ghostfreak’s case, his eye traveled the tract to atop his head), confused. While Max continued on his way, Ben felt alarmed and stayed behind. Even in this form, which killed a person (was Zombozo dead? He was pretty sure), he was chilled down to his ectoplasmic core. 

Something swooped down from the sky and landed heavily on the ground. It was an avian creature, and it was mutated beyond words. Not in an Animo way, his work was sloppy; this mutation looked sleek and natural. The avian had a mask-like white bony structure over-laying the upper front of its head, four glowing red eyes, two on each side of its head and a headpiece that resembled a dorsal spine or fin, reminiscent of that on the heads of condors and some prehistoric pterosaurs. 

In its talons, it held a body. An actual, honest to God corpse of a human. It looked to be an older gentleman, around Grandpa’s age.

Ben didn’t understand why- he had faced down slime freaks, killer clowns, and just recently, a robot giraffe. But something about this- this monster made fear claw inside him, and it was all he could do to force down a scream. He was scared. 

Ben suddenly heard the Omnitrix begin to time out, and he freaked out. He swooped low into the trees and hid in behind the trunk of a big oak. He breathed heavily while the beast loudly snacked on the corpse. Ben could hear bones crunching and the squishy sound of flesh being torn apart. What the fuck is that thing?!?!? 

Ben nearly screamed when someone grabbed his arm. Ruby was suddenly at his side, and she looked braver than usual. There was no fear in her odd silver eyes.

“Where’d you come from?!?” Ben angrily whispered.

“Shhh! Do you want that killer birdy to find us?” Ruby frowned, covering Ben’s mouth. Ruby looked up, noticing the the bird was looking at the trees. She sighed, before she reached into her pocket and pulled out what looked like a pen.

“What are you gonna do, draw on them?” Ben quipped. Ruby just gave him a huge smirk and clicked the pen a few times, finally getting it to beep. She threw it up and a bright, blinding light shined above them. Ruby picked up Ben with minimal difficulty, and in a flash of rose petals, the two were rushing through the forest.

“W-what the fuck?” Ben’s mind was pretty much just exploding at this point.

“You’re not the only one with powers!” Ruby smiled, quickly navigating through the trees. 

“I got that, but why didn’t you tell me?!” Ben cried out, more than a little betrayed. 

“Well, my life is super complicated, it’s more-!” Ruby was cut off by a tree collapsing right in front of her. Ruby veered a sharp right before skidding to a stop right by a glen, and was suddenly met with Grandpa Max, holding a futuristic weapon that was far beyond Earth’s technology.

“Alright, I got Ben,” Ruby announced. “And really, I think that weapon is still not enough.”

“Grandpa?” Ben asked, staring at Max’s weapon. “What’s going on?”

Max was holding a giant blaster, and two ammunition belts tied around his waist. He looked angry and determined, Ruby noted. There was even a different, more assured aura to him.

“Guess I have some explaining to do after this,” Max chuckled as he revved up his weapon. “Just get ready! They’re coming.” He looked over, expecting to see Ben gearing up for battle.

Ben was just glaring at his grandfather. And the result was an absolutely chilling stare that even had Grandpa Max fearing his grandson, just a little bit. Ben was hurt from betrayal and the burning behind his eyes only added to his feelings of indignation, especially when he saw Ruby and Max exchange knowing looks.

“I want an explanation,” Ben demanded. “No more secrets, no more running, just give it to me straight.” 

Max sighed, before taking deep breath. “As you know, I was a plumber back in the day. I just didn’t specify what kind of plumber.”

Ben blinked, what a great start. “You lost me.”

“He means that there’s more than one kind of plumber,” Ruby said, her eyes drooping. She suddenly looked exhausted and somehow even smaller than usual. “There’s the extraterrestrial kind too.”

Ben gave his grandfather the most incredulous look. “You fix space toilets?! Of all things!” Ruby groaned and just stared at Max until he took over.

“The Plumbers are an organization that dates back to the 1700s; essentially, we took down alien criminals and fought in galaxy wide wars. I joined sometime before your father was born.”

“So, are you a plumber too?” Ben asked Ruby.

“I didn’t really know about Max being a Plumber still,” Ruby admitted, her voice tiny. “I knew he and my dad were old friends, but as far as I knew he was retired. And honestly? I didn’t even know about the whole aliens-being-real thing until this summer started. I thought Max was like my dad, to be honest.”

Ben arched an eyebrow. “What do you mean?”

“My dad… isn’t a Plumber. He’s a Huntsman. And I don’t mean he hunts animals, he hunts the Creatures of Grimm,” Ruby said quickly.

Ben looked like he’d been hit twice in the head with a sledgehammer. “Creatures of… what?”

“Grimm,” Ruby said. “I’m not surprised you’ve never heard of them, no one’s supposed to.”

“What do you mean? What are they?” Ben asked, curious despite himself.

“They’re… they’re monsters, Ben.” Ruby swallowed, and her hand trembled slightly as she pushed away some hair from her face. “They’re a ravenous, destructive force and mankind’s greatest enemy. No one knows where they came from, but we do know that they will stop at nothing to kill all of humanity and its creations. They don’t feed on animals- the Grimm only kill them for territory- but for some reason they always target humans. They’re attracted to negative emotions like fear, anger, despair, panic. It’s why the majority of Earth’s population doesn’t know about them, if they did it’d cause mass chaos.”

Silence filled the air as Ben took all that in.

“... And that’s not even the worst bit,” Ruby said with a bitter smile. “The Grimm aren’t obligated to eat humans for sustenance. They just kill us for sport. That’s why the Huntsmen were created; they’re basically superpowered humans capable of fighting these monsters. And we have to keep it a secret because there’s no guarantee we can survive- if just one or two people panic, it can lead more Grimm to us. It’s been pounded into our heads to keep all this a secret because secrecy means safety.”

And Ben felt his hair stand on all ends. “...I can see why you guys hid this from me.” The deadly screech of the Nevermore suddenly broke the silence. “And we need to get somewhere safe now.”

Max beamed. “Luckily, I was just somewhere safe. Rushmore’s actually a secret base for Plumbers.”

“... Okay, as cool as that is, how do we get in?”

Max nodded, his smile dimming. “I know a way.” Max pressed a button on the RV key fob, and suddenly it came speeding at them from wherever it was previously parked. 

“No more shocking reveals today, please,” Ben sighed, as he got into the RV.

“No promises.” Max smirked, as he revved up the engine.

After stealthily using the RV and driving down an underground passage, they parked the machine inside one of Rushmore’s secret parking spots.

“While we appreciate the groundwork Gutzon Borglum did, we had to make some modifications to the place,” Max commented. Suddenly the ground below them began to descend further and further into the earth, until they were in some kind of loading bay. Wide eyed and intrigued, Ben studied the room; it looked like something out of Men in Black, or some other sleek, futuristic sci-fi film. Aliens and humans, working together! They all wore these strange uniforms that looked like astronauts, minus the helmet. There were alien spaceships, too! (And none of those cheesy, UFO-looking things either.)

As soon as Max’s dinky little Rustbucket descended, the room went quiet. Max ever so casually parked it right next to the biggest ship and got out. People began lining up and saluting him, giving the kids the impression that Max was a lot more important than he made himself out to be.

Ben and Ruby shot each other a confused glance as they followed him to some control room. It had a very Star Trek feel to it, all shiny and classically futuristic. There were some people and aliens working at computers, talking frequently about the Nevermore.

“What is this place?” Ruby asked in wonderment.

“This is Mt. Rushmore’s defensive base,” Max explained as he looked over at someone’s screen. “I’ve made great strides to keep this thing up on the best tech in the galaxy.”

“Wait, Grandpa, are...are you, like, the leader of Mt. Rushmore?” Ben stuttered out in shock.

“The proper term is Magister, actually,” Max smiled, “But yes.”

“Did you know about the Nevermore attack?” Ruby asked as Max typed something into a computer system. “Or was it just a big coincidence?”

“Half and half,” Max confessed. “I felt I could investigate it by myself and then report back to someone. Didn’t really expect you kids to get involved.” He reached for a microphone to his side. “Attention all operatives: prepare for combat, code Grimm.”

Max pressed a button, and suddenly, some electric humming was heard throughout the base. “There. That should keep it contained for a good hour.”

Someone cleared their voice. “Um, about that?” Ben looked around, before his eyes drifted over to a small grey frog on a desk. Or, at least it looked like a frog. He was fat and large and wore a Plumber Suit. He had large green eyes and grey skin and what looked like a sheepish expression on his face. “There was an issue…”

“What do you mean, Driba?” Max questioned. The look on his face said that this was a common enough occurrence, and he was already dreading the answer. 

“Welllll, we had a power balancing issue when we were charging the weaponry, so we had to sacrifice some shield power. Shields only gonna last for about twenty minutes.” The thing explained. “Thirty at best.”

“I felt like I should’ve heard about this,” Max said, crossing his arms. “After all, Tech Support is supposed to have reported to me on a normal, weekly basis. I haven’t gotten a single report.”

“Okay, so it maybe a me problem, but, we’ll b-” The frog stopped as his eyes finally drifted over to Ben’s wrist. His jaw dropped and began babbling incomprehensibly. “T-that’s...that! Oh my Azmuth, what?!”

Ben raised an eyebrow. “What’s his deal?”

“Galvans see the Omnitrix as a testament of all technology,” Max explained. “Truth be told, they aren’t even sure if it was made by their own hands or someone else’s.”

“Wait, you mean this janky old watch is the end-all be-all for science everywhere?” Ben scoffed, holding up his wrist and gesturing to the device strapped on it. “This thing gives me the wrong alien half the time! And it’s so bulky and inefficient!”

“Blasphemy! Slander!” Driba shouted, waving his little arms. “How dare you speak ill of one of Azmuth’s greatest creations?!”

“With ease and experience!” Ben shouted back angrily. 

Driba looked like he was going to have an apoplectic fit, but Ruby intervened just in time. “So, is Azmuth like your God?”

Driba calmed down, giving the girl a little smile. “He might as well be!” he crowed, puffing out his chest. “He’s the smartest of all Galvans and every life form in three galaxies, arguably five, there’s no confirmation; but just about everyone thinks he created the Omnitrix!”

“Why can’t you confirm it?”

“Well, no one’s seen him in years,” Driba admitted. “He’s always been a recluse, like all geniuses are, but for the past decade or so no one seen or heard from him.”

“So how do you know he’s still alive?” Ben asked, raising an eyebrow. 

“Galvans are long-lived,” Driba said dismissively, “And if he had died, we would have known about it.”

“Sure you would have,” Ben muttered under his breath. “Now, enough about this old frog, what about this ‘Nevermore’ thing circling a beloved national monument?”

”Well, we do have a Huntress present.” Ruby hesitantly raises her hand, only to meekly return it to her side under the Magister’s glare.

“No. Boarbatusks definitely, and maybe the occasional Ursa or Beowolf, but nothing as dangerous as a Nevermore,” Max told her sternly.

Ben nodded, pretending like he understood what those were. “Alright, so, is a Nevermore essentially a birdy Godzilla?”

“Well, we have actual Godzillas, but yeah, we could consider a Nevermore one of those.” Ruby shrugged.

“We’ll take care of the monster. You two stay out of trouble.” Max ordered as he got up. “Driba, I expect you to watch over these two.”

“Fine, fine, use me as your babysitter,” Driba muttered under his breath. The second he was out of the room, Driba jumped on Ben’s shoulder. “May I see it?”

“Um, sure?” Ben shrugged. He awkwardly put his hand on the table, and Driba began examining it like an exuberant fan boy, fawning over the design and taking selfies with it. “I am so sending that to Blukic!”

Ben rolled his eyes and turned back to Ruby. “So, I’ve been meaning to ask. What was up with that super speed?”

“Oh,” Ruby beamed, “that was my semblance!”

“Semblance?”

“A semblance is the manifestation of one's innate and personal power. It’s an ability unique to each individual, with the effects varying greatly from user to user. So, it’s kinda like superpowers. It’s fueled by Aura.”

Ben felt like his brain was being overloaded. “Aura?”

“Aura is an ability that all those with a soul can use, at least with enough practice. The weapons and armor Hunters and Huntresses use can act as a conduit for Aura, allowing for an even wider range of offensive and defensive capabilities. I think that’s why your grandpa doesn’t want me going out there, cause, well, I’m still young, and I honestly don’t think I could hold my own against the thing.”

“So, wait,” Ben paused, “Is there a chance I could use a semblance?”

“Absolutely.” Ruby shrugged, “Though, I can’t give you one.”

“Aw.”

“If you two are done,” Driba interrupted, repeatedly tapping Ben on the arm, “do you think you could show me a quick transformation?”

“...seriously?” Ben rolled his eyes, “Fine, go for it. Heck, you can choose, buddy.” His voice was dripping with sarcasm. Driba cracked his fingers and started to twist the dial like crazy, stopping at the new guy Ben had just unlocked. 

“An Arburian Pelarota? I’ve never seen one in person,” Driba said to himself.

“Ugh, this guy? Tried using him earlier. That was embarrassing.” Ben frowned at the memory.

“He literally went into the fetal position!” Ruby added teasingly. “I had to step in to take care of- what was his name again? Steamboat Willy or something?”

“wait, what?”

“Hush! Let me have my moment!” Driba smiled as he slapped down the faceplate. Ben’s body, however, did not turn into a bulky behemoth; rather, it was set on fire, and rocks formed around his body. Driba’s elation turned to disappointment. “Oh.”

“Yeah. See? Wrong alien.” Ben sighed, folding his arms.

“Well, maybe if I just…” Driba carefully eyed the Omnitrix faceplate and jumped on it. He slapped it down ever so carefully, shifting Ben into Echo Echo.

“What did you do?” Ben asked, staring at his hands in amazement.

“Just tried something out, that’s all.” He slapped down the the faceplate again, turning Ben into Eatle.

Ruby blinked. “Wait, so you’re saying he could do this the entire time?” 

Blukic slapped it again, turning Ben into Water Hazard. “What, you never knew? Your human intelligence is holding you back then, kid.”

“Wait, how badly does this kill the battery?” Ben asked, alarmed. Driba was about to answer when the Omnitrix rapidly flashed red. Ben was suddenly human again, and glaring at Driba. “You know, for the tech support guy, you break more stuff more than you actually fix.”

“I’m never gonna let this guy anywhere near my weapon.” Ruby added, a hint of spite in her tone.

“N-no, no! I can fix this! I have something that could speed up the recharge time!” Driba suddenly ran off. “You two! Stay there! I’ll be right back!” 

Ben groaned as he disappeared from view. “I can’t stand that dude! How does he still have his job?”

“I’m sorry,” Ruby suddenly blurted out. 

Ben started. “Huh?”

Ruby turned her watery eyes to him. “I really am sorry for keeping this huntress from you, I just… it never occured to me that I could let someone in. And I really didn’t know about the alien thing until the beginning of this summer. I knew the Huntsmen worked with Plumbers to get rid of supernatural threats, but I thought it was more Grimm, not aliens. It wasn’t until I saw Heatblast for the first time that I put two and two together.”

“But, everything else. Everything else about you is…”

“It’s all true, Ben. I don’t usually lie about personal stuff.”

Ben had to smile at that. Ruby had always worn her heart on her sleeve, and while it was hard to wrap his mind about all this Grimm stuff, he could at least be sure that what Ruby said about her life was true. He gently knocked his shoulder into hers and gave her a gentle smile. 

“I think I get it,” he told her softly. “You’ll have to explain more about this later, but… I believe you.”

For a second Ruby looked like she was about to cry, but then she broke out into a beatific smile and Ben had to stop himself from smiling too wide. 

And then they heard the telltale cry of the Nevermore, the sound echoing from the outside. 

“...so, are we gonna do something about that?”

“Probably.”

“Think you can handle that thing?”

“Considering the fact that, this summer alone, I’ve stopped an alien invasion, dumped a witch’s caldron her stupid face and survived a meeting with Gwen, I think I can handle myself.” Ruby grinned.

“Then what are we waiting for?” Ben smiled, as the two ran out of the control room.  
————-  
PART 10

 

It was times like this that made Ben wonder, ‘what would the Doctor do?’

“Fuck around with the people trapped in that episode’s hellish situation, accidentally get a couple of them killed, save the day with cleverness and a sonic screwdriver, and then feel guilty about the incident for years while covering it up with snark and funny jokes,” Ruby deadpanned as they power-walked into the armory.

Ben blinked. “Wait, I said that out loud?”

“Yeah. Best not let that become a habit,” Ruby answered as she snagged a couple of Dust cartridges. “Now, is this going to work with my weapon or not?”

“What kind of- what do you call it, Dust? What kind of Dust do you normally work with?” Ben asked, eyeing the multicolored cartridges dubiously. The Dust itself was in powdered form and sparkly, while there were a few shiny crystals laying about, no doubt about to be grinded down for weaponry. (But Ben wanted to know why such a powerful element was called Dust of all things. Couldn’t they have come up with something cooler?)

“It’s normally fire Dust mixed with gunpowder,” Ruby mused as she perused the extensive selection. “Normal bullets don’t necessarily work on Grimm- I mean, they could if you hit the mask, but you’d have to waste an entire barrel just to kill one Grimm, it’s just inefficient. But mix Dust with gunpowder and you have a more economic weapon that’s ten times more powerful than its predecessor.”

“So, you only use Dust to kill Grimm?” Ben asked, brow furrowed. He looked over the funnels that held all that colorful powder and took a look at the labels- fire, ice, lightning, even gravity. It sounded unbelievably amazing, but also a waste.

Ruby hummed in thought. “We do use Dust to power buildings and airships and other things Hunters need, but it’s mainly as a backup. We still have to use normal Earth resources because going off grid would look suspicious in the long run, and I know the Plumbers have their own alien energy supply that the Hunters occasionally use. Dust is a finite resource as far as we know, so it’s better to save it for the Grimm.”

Ben nodded slowly in agreement. “Makes sense. Can I use gravity Dust on a Grimm? That sounds cool.”

“No, gravity Dust is rare, don’t even think about it.”

“Aw.”

Ben nervously stepped out of the base. He gazed upon the forest; he could hear low, deep guttural noises that made him shudder violently. It reminded Ben of that hallway that led to Zombozo’s lair, giving him that familiar claustrophobic feeling. He looked up at the open sky and tried to steady his breathing, only calming down when Ruby put a hand on his shoulder.“Take a deep breath, Ben,” Ruby cautioned. “They can sense your negative emotions.”Ben frowned. “How’s that supposed to make me feel any better?” “Dunno, that’s what my dad tells me to do. But honestly? I think you should just dial up someone so we can kick their asses. That’ll make you feel better.” Ruby held up a black suitcase. “I’ll set up my weapon.”Ben twisted the dial to the Omnitrix, slowly going through his selection, but he got distracted by a cheerful-sounding mechanical whirring. He looked up to see the black suitcase open and on the ground, and Ruby wielding an a sleek red and black mechanical scythe that was twice her size and looked just as heavy. The blade was wickedly sharp and glinted in the sunlight, and somehow it meshed well with all the mechanical pieces interlocking on the pole weapon. 

Ben’s jaw practically dropped to the ground as Ruby gave him a cute smile. How did a girl this nice get to wield a weapon lethal enough to kill someone? Was she a wolf in sheep’s clothing or something?“What is that?” Ben gasped in awe. “Crescent Rose, my personal weapon!” Ruby beamed, bouncing on the balls of her feet. “It’s a high caliber sniper scythe, capable of shifting between scythe and shotgun. Pretty cool, huh?”Ben held up a finger. “Can we trade?”“Fuck no.” Ruby said firmly. “You’re not taking my girl away from me, get your own.”  
“Ok, ok, fine.” Ben frowned, going back to the Omnitrix. He stopped at Eatle’s icon and grinned mischievously. “...so I have an idea that may sound stupid, but trust me, it’s gonna be awesome.”“Are you kidding me, I’m all for stupid plans!” Ruby grinned. Ben slapped down the icon, and Eatle’s hard shell suddenly encased his body. Legs broke out from the underside and a massive underbite and horn formed on his head.

“Get on,” Ben said as Ruby mounted him. Ben suddenly charged into the forest, his mouth dragging along the floor of the forest. He gathered foliage into his maw like a truck loader, growing stronger and slightly larger every time he ate.

“Pleh!” Ben gagged as he finished loading his mouth. “Dirt tastes awful!” And then he saw it: the monster appeared as a pitch-black, featureless shadow in the shape of a wolf, with red eyes and claws. It had bonelike spines along its body and similar white mask. Ben gasped as it suddenly perked up and charged at him… except a flash of light appeared above Ben’s head, and a shot rang out in the silence of the forest. The beast had been sniped right in the mouth, and it fell back with a loud thud, its body dissolving into black fog and ash. 

“Beowulfs are an easy kill,” Ruby declared as she blew smoke off the barrel of her gun. “You’ve got enough power to outrun them. Don’t ever slow down!”

And that was how Ruby Rose found herself riding Eatle through the forest, shooting at Grimm like she was a knight on her steed.

“DIE YOU SCUMBAGS!” she shouted at the top of her lungs. Ben rammed into Beowulfs, breaking them apart in a single blow. He could feel the fear leave his body as he plowed through Grimm after Grimm. He was an unstoppable force meeting a weak and movable object. Maybe the world of Grimm wasn’t so horrifying as Ruby made out to b-

A bird screech thundered overhead. Ben could feels chills crawling up his spine, could remember bloodstained talons and a human corpse, could still hear the squishy sounds of ripping flesh and the crunch of bones. 

And then he remembered Grandpa was supposed to be fighting that thing.

So why wasn’t he hearing any action?

 

(The History Idiot In Me Wants Some Comment On How Rushmore’s Stolen Land, - ET)

(DO IT. -WW)


	10. Secrets Part 2

It was times like this that made Ben wonder, ‘what would the Doctor do?’

“Fuck around with the people trapped in that episode’s hellish situation, accidentally get a couple of them killed, save the day with cleverness and a sonic screwdriver, and then feel guilty about the incident for years while covering it up with snark and funny jokes,” Ruby deadpanned as they power-walked into the armory. Weapons of different cultures and species lined the walls. Upgrade would have a field day, Ben thought.

He then blinked. “Wait, I said that out loud?”

“Yeah, you do that sometimes,” Ruby answered as she snagged a couple of Dust cartridges. “Now, is this going to work with my weapon or not?”

“What kind of- what do you call it, Dust? What kind of Dust do you normally work with?” Ben asked, eyeing the multicolored cartridges dubiously. The Dust itself was in powdered form and sparkly, while there were a few shiny crystals laying about, no doubt about to be grinded down for weaponry. (But Ben wanted to know why such a powerful element was called Dust of all things. Couldn’t they have come up with something cooler?)

“It’s normally fire Dust mixed with gunpowder,” Ruby mused as she perused the extensive selection. “Normal bullets don’t necessarily work on Grimm- I mean, they could if you hit the mask, but you’d have to waste an entire barrel just to kill one Grimm, it’s just inefficient. But mix Dust with gunpowder and you have a more economic weapon that’s ten times more powerful than its predecessor.”

“So, you only use Dust to kill Grimm?” Ben asked, brow furrowed. He looked over the funnels that held all that colorful powder and took a look at the labels- fire, ice, lightning, even gravity. It sounded unbelievably amazing, but also a waste.

Ruby hummed in thought. “We do use Dust to power buildings and airships and other things Hunters need, but it’s mainly as a backup. We still have to use normal Earth resources because going off grid would look suspicious in the long run, and I know the Plumbers have their own alien energy supply that the Hunters occasionally use. Dust is a finite resource as far as we know, so it’s better to save it for the Grimm. Think peak oil.”

Ben nodded slowly in agreement. “Makes sense. Can I use gravity Dust on a Grimm? That sounds cool.”

Ruby frowned. “No, gravity dust is by far the most expensive and rarest, so don’t even think about it. Believe me, I had my dreams crushed about that vision years ago.”

“Aw.”

“I’m gonna go grab my weapon from the Rustbucket. Wait for me by the exit.” Ruby said as she rushed out of the room, leaving behind falling rose petals in her wake. 

-

Ben nervously stepped out of the base. He gazed upon the forest; he could hear low, deep guttural noises that made him shudder violently. It reminded Ben of that hallway that led to Zombozo’s lair, giving him that familiar claustrophobic feeling. He looked up at the open sky and tried to steady his breathing, only calming down when Ruby put a hand on his shoulder.“Take a deep breath, Ben,” Ruby cautioned. “They can sense your negative emotions.”Ben frowned. “How’s that supposed to make me feel any better?” “Dunno, that’s what my dad tells me to do. But honestly? I think you should just dial up an alien so we can kick their asses. That’ll make you feel better.” Ruby held up a black suitcase. “I’ll set up my weapon.”Ben twisted the dial to the Omnitrix, slowly going through his selection, but he got distracted by a cheerful-sounding mechanical whirring. He looked up to see the black suitcase open and on the ground, and Ruby wielding an a sleek red and black mechanical scythe that was twice her size and looked just as heavy. The blade was wickedly sharp and glinted in the sunlight, and somehow it meshed well with all the mechanical pieces interlocking on the pole weapon. 

Ben’s jaw practically dropped to the ground as Ruby gave him a cute smile. How did a girl this nice get to wield a weapon lethal enough to kill someone? Was she a wolf in sheep’s clothing or something?“What is that?” Ben gasped in awe. “Crescent Rose, my personal weapon!” Ruby beamed, bouncing on the balls of her feet. “It’s a high caliber sniper scythe, capable of shifting between scythe and shotgun. Pretty cool, huh?”Ben held up a finger. “Can we trade?”“Fuck no.” Ruby said firmly. “You’re not taking my girl away from me, get your own.”  
“Ok, ok, fine.” Ben frowned, going back to the Omnitrix. He stopped at Eatle’s icon and grinned mischievously. “So I have an idea that may sound stupid, but trust me, it’s gonna be awesome.”“Are you kidding me, I’m all for stupid plans!” Ruby grinned. Ben slapped down the icon, and Eatle’s hard shell suddenly encased his body. Legs broke out from the underside and a massive underbite and horn formed on his head.

“Get on,” Ben said, and Ruby mounted him. He suddenly charged into the forest, his mouth dragging along the ground. Ben gathered materials into his maw like a truck loader, growing stronger and slightly larger every time he ate. 

“Pleh!” he gagged as he finished loading his mouth. “Dirt tastes awful!” And then he saw it. This creature appeared as a pitch-black, featureless shadow in the shape of a wolf, with red eyes and jaws. It had bonelike spines along its body and a matching mask. Ben gasped as it suddenly perked up and charged at him.

There was a flash of light above him, and the sharp cry of a gunshot rang out. The beast had been sniped right in the mouth; its body crumbled into ash, tar-black smoke disappearing into the air. 

“Beowolves are an easy kill,” Ruby said, as she blew smoke off the barrel of her gun. “You’ve got enough power to out run them. Don’t ever slow down!”

And that was how Ruby Rose found herself riding Eatle through the forest, shooting at Grimm like she was a knight on her steed.

“DIE YOU SCUMBAGS!” she shouted at the top of her lungs. Ben rammed into Beowolves, his face crumpling them like cars hitting brick walls. He could feel the fear leave his body as he plowed Grimm after Grimm. He was an unstoppable force beating down a movable object. Maybe the world of Grimm wasn’t so horrifying as Ruby made out to be-

A bird’s screech thundered overhead, and Ben could feel shivers shooting down his spine. He could recall bloody talons and cold red eyes, and the squishy sound of tearing flesh and the crunching of human bones. 

And then he remembered Grandpa was supposed to be fighting that thing.

So why wasn’t he hearing any action?

Ben ran faster and faster, ramming recklessly into Grimm and destroying trees in his wake; fear and panic clouded his mind, and he could hear the howling of even more Beowolves in the distance, which only made his emotions spiral even more. He could see Grandpa Max’s bloodless, cold body in his mind, and it was enough to make him run even faster, snarling at any Grimm that dared to cross his path. Even Ruby picked up on his urgency as she began to conserve her bullets. They were this close to finding him, there was nothing stopping him now-

The watch flashed red and timed out. Ben skidded on the ground, sending Ruby flying and tumbling and knocking himself into a tree. 

“...ow.”

“Oh my gosh, Ben! Are you ok?” Ruby asked, running over. She didn’t really look hurt, just lightly tussled with some leaves in her hair. Ben had a huge scrape on his arm and a few cuts on his face.

“I’m feeling fine, actually,” Ben said with a light smirk. “Better than how I was just a minute ago.” And then his expression turned panicked. “But holy crap, Grimm are intense.”

“You’re lucky you just had those injuries, mind you,” Ruby said, brushing off his shirt. “Right now we need to get to Grandpa before the Nevermore finds him!”

“And before the shield runs out. How much time do you think we have?” Ben questioned.

“Well, I’m gonna say...10 minutes. Maybe 12 if we’re lucky.” Ruby shrugged. Of course, that was when the universe decided to prove her wrong. More and more Beowolves came out of the woodwork, snarling and snapping at the two.

Ben frowned. “You had to jinx it.” 

Three of the Beowolves dashed forward and tried to leap at them, but Ruby disappeared in a flash of rose petals, and the creatures crashed to the ground. They quickly looked up and startled snarling. 

Ben quickly climbed the tree he hit earlier and waited for the watch to recharge. 

Her cape swirling around her body, Ruby reached behind her in slow-motion and pulled out her rifle. She fired a red-white shot that blew a large part of a Beowolf's head out in a burst of blood red smoke. Ruby landed, a smug look on her cute little face- one that drove the beasts insane. 

More Beowolves ran at her, claws and teeth flashing with intent to devour. Ruby effortlessly leapt over the first beast and shot it in the back. Then, while still in the air, she twisted around and blasted another one in its side. She somersaulted to the ground and stood back up, unfolding Crescent Rose into its larger - and deadlier - scythe form.  
With sparkling eyes, Ben let out a quiet, “Whoa.”   
One of the braver Beowolves ran forward, but Ruby merely spun, hooked its body in the curve of her scythe blade, and fired the sniper section at a speed that severed the creature's body in a shower of rose petals. Both halves landed on the ground, disappearing into the air as ink black smoke.

Ben smiled as the Omnitrix suddenly lit up. “Alright, I’m back in business!” He turned the icon to Diamondhead, and slapped it down...only to end up as that weird pillbug alien from earlier. The tree collapsed under his massive weight, distracting the Grimm.

“BEN!” Ruby yelled as she decapitated another Beowulf. Ben stood up, rubbing his head. 

“I’m ok!” He groaned, “just annoyed that I got this guy again!” The Beowolves suddenly surrounded the poor alien, snarling and hissing hungrily.

“What were his powers again?” Ruby asked as she shot another Beowolf.

“Just this!” Ben frowned, as he curled up into his shell. The Beowulf suddenly began to claw his shell, rendering Ben helpless. “I can’t really do anything!”

“Maybe you could crush em with your shell! I mean,” Ruby added, “you kind of overpower then in size.”

“Oh, yeah, sure, I’ll just- hey, that doesn’t sound so bad.” Ben suddenly began rocking back and forth in his shell, before he began to slowly roll. “Hey! I think it’s working!”

Ben began to roll faster and faster, gathering enough speed to tear up the ground. Ben began to blindly charge at the Grimm that were once again surrounding him, knocking them all down in a single blow. 

“STIIIIIRIKE!” Ben triumphantly declared. “This alien isn’t useless after all!”

“When you struck those guys, you were like a cannonball!”

“More like a Cannonbolt!” Ben joked. 

Ruby replaced her spent cartridge for a new one. “Hell yeah! Now let’s kill some Grimm!”

And with that, they ran at the approaching army. Cannonbolt smashed into one of the of the Beowulf, just like that, he began bouncing from Grimm to Grimm, destroying them in a single blow. Ben wasn’t even questioning how was even seeing this; the overall satisfaction of their destruction made him feel amazing.

Ruby blasted off at a higher speed than ever before, coming at the dumbfounded Beowolves like a rocket as she converted her deadly scythe into a sickle-shape and spun her way through the mass, cutting up and down, left and right, leaving bullets, rose petals, and blackened body parts in her wake. She disemboweled them faster and faster... until the last one falls, and lands in a pose with her scythe hanging behind her as bullets rain from the sky.

“Show off.” Ben joked, as he uncurled from his ball form.

“Well, I think that’s all of them here,” Ruby said. “All that was left was finding Max and defeating the Nevermore.”

Ben scoffed. “And with Cannonbolt, I think that’s gonna be easy a-” Andthe watch was flashing red again, goddammit. 

As Ben tumbled to the ground, Ruby pulled him back up and patted an arm. “No worries dude, I think I can see Max.”

“What? Where?” Ben searched the area, his eyes scanning the bushes and trees. It wasn’t until Ruby tilted his gaze downwards did he see his grandfather in the underbrush, lightly singed and scratched up, but no worse for wear.

The two children crept over to him and quietly announced their presence. Max startled and aimed a laser sword at them, but calmed down once he saw it was them. “Figured you two would sneak out,” he admonished them. The laser sword fizzled out of existence, much to Ben’s chagrin. (Though he did notice an odd smell wafting over them. Whatever it was, it didn’t belong in the forest.) 

“Yeah, like we’d leave you hanging like that,” Ruby told Max, rolling her eyes. “We got rid of most of the Beowolves, at least.”

“Now we just got Poe’s worst nightmare to worry about,” Ben said, looking over the underbrush. “What even happened?”

“A whole lot of Ursae,” Max told them. “Not as bad as most Grimm, but these ones looked old. Those are much harder to kill than the young ones. But the Nevermore keeps circling, and I don’t want to lose any more people.”

Ben started. “What do you mean?”

Ruby looked up and gasped. “Oh no,” she choked out. Ben followed her gaze and wanted to throw up. 

The children overlooked the battlefield; wounded or dead bodies littered the place, broken weapons were everywhere, and the cloying smell of burnt flesh lingered in the air. 

And they could understand why Max was hiding in the underbrush. The Nevermore was coming back. Max gulped audibly and turned to the kids, kneeling down to their level. “Run and hide.”

“Grandpa, you can’t face this thing on your own,” Ben protested, his voice escalating. “It’s… it’s enormous, you can’t beat it on your own-!”

Max grabbed something hidden in the bushes and hefted it into his arms- it looked like a supremely high tech assault rifle, with filters of blue light running through it like volcanic veins. Attached to it was a pair of equally advanced goggles that were already on Max’s face.

“I think this’ll give me a good chance,” he declared.

And then Ruby was tugging on Ben’s hand, pulling him further into the forest. Ben turned his head back to yell something, but then there was an inhuman screech and the ground started to quake and the sky started to scream-

And then Ruby pushed him into a crevice in the nearby hills, a cramped space that was just big enough for three adult humans. It left the children with enough room to stretch out on the floor but not much else. Ruby clicked on a small flashlight, the weak light illuminating her face briefly. It was enough to show that yes, Ruby Rose was actually scared, but she was able to push it aside for the most part.

“We can’t just leave him out there!” Ben hissed as loudly as he dared. “He’s one person against that monster!”

“We don’t have a choice, Ben,” Ruby said, her voice low and only shaking slightly. “He’s the only one of us properly trained to take that thing down. We’d just get in the way.”

“That doesn’t make it right,” Ben whispered helplessly. “I can’t just-”

Ruby grabbed his hand and squeezed. “I know. Believe me, I know.”

And so they waited as the inhuman screeching got louder, so impossibly louder. They could hear lasers, something mechanical and old activating, a devastating hum that could have only been a cannon charging up. They could hear screams of pain coming from the monster, but soon they could no longer hear Grandpa Max.

Soon enough, they couldn’t hear anything at all.

Ruby had long since shut off the flashlight, leaving them in total darkness. Her breathing was shallow but calm. Ben’s own was ragged and near hyperventilating- he didn’t know what was going on, he couldn’t hear his grandpa or the beast or anything except-

The cave started to slowly crumble, stone flakes hitting their arms as they forced them over their heads. Light filtered through a small hole, and when Ben slowly put his hands down he looked through it.

A single red eye stared back at him, surrounded by bone white. It stared right through him, piercing him to the wall, and Ben stopped breathing because all he saw in that single red eye was anger and hate, so much anger and hate. It was an eye that belonged to a being that was so very old and powerful, and it knew that a single twitch of its vast wings would slice Ben to the bone, or a single talon could impale him, or perhaps it would simply gulp him down whole.

It was old and powerful and hateful and it looked at Ben like he was nothing.

And then the eye moved away, leaving only empty space and a single immense feather outside. Ben slowly slid to the floor, his own eyes glued to the floor as he sat there limply. Ruby was shaking his shoulder, but whatever she was saying was muted, like talking underwater. He could vaguely hear Grandpa Max shouting something outside, but he couldn’t make it out.

Ben hadn’t even realized he was crying until teardrops hit his hands. 

Nor did he realize that Ruby wasn’t going to sit around and be a victim. A screech rang out, the corrupted scream nearly deafening the two children, but Ruby went outside and shot at the monster.

Ben watched in horror as Ruby continued to temp the beast, a bullet hitting it square in the eye and making it screech in pain. “Ruby, stop! You do-”

“Believe me, I do!” Crescent Rose whirled into its scythe position. Ruby grabbed Ben’s hand. For a few seconds, wind hit his face, and suddenly Ben was in Max’s arms. 

“I’ll take care of this. You two get to safety!” Ruby said, as she turned to face the Nevermore.

“That thing is way too strong, Ruby! You need to-” Max warned her, but it was too late; in a burst of petals, the redhead was gone.

I’m at 80% aura right now, Ruby thought as she ran. And that overgrown jackdaw’s right eye is pretty much blinded. I have to strike it from the right to get a serious advantage! And Ruby veered her course to the right side of the beast. She slid beneath its legs and slashed its left leg clean off, the action like a hot knife through butter. Dark mist began to spill out of the wound, the severed talon suddenly dissipating into thin air. The monster stumbled around, screaming in pain and flapping its injured wings.

Alright, that’s gone. Ruby smiled and jumped back up. She carefully analyzed her foe; Nevermore were intelligent, persistent, prolific, and hardy. A deadly set of combinations, if used properly. But Nevermore did have a huge Achilles’ Heel; the mask it wore, a weakness all Grimm shared. 

If I build up enough momentum, maybe I can shatter the mask! She then started to focus her semblance carefully; this was technique her mother used, according to her dad. It was based off Heisenburg’s Uncertainty Principle, a quantum mechanics rule that Ruby did not fully understand. She knew the results though: a wild technique that stated that the faster an object went, the less possible it was to find its location again.

“She called it ‘Disbudding’ for whatever reason,” her father told her once before. “It’s the first technique you need to use when aiming for Grimm. I know your weapon isn’t ‘cool’ like Qrow’s, but I’m sure you can handle anything with the scythe.”

Ruby smiled as she thought of her dad’s reassuring smile…

...and suddenly, she was practically a flurry of a million petals. Sharp ones too - they dug into the flesh of the Nevermore like individual knives. Ruby was nowhere to be found in the mess, but suddenly the reinforced blade of the scythe struck against the mask-

And it shattered. 

The body crumpled to the ground, heavy wings breaking apart as ash filled the air. Red eyes went out, and smoke filtered out of them like tears underwater. Bird-like bones jutted out of the dying corpse before they too crumpled into nothing. 

Ben, standing right next to Max and a good long ways away from the battle, stared up at Ruby Rose. He saw triumph in her silver eyes and grace as she slid her scythe into its gun form. Stared at her in awe as she jumped up and down like the excited little girl she was, right by the the remnants of a monster’s corpse. 

Ben Tennyson was pretty sure he was in love. 

(And then he shoved aside those icky feelings for later, because he was still a child and girls had cooties.)

(But still. Ben Tennyson’s best friend was an unrepentant badass. He was so glad Ruby had gone on the road trip instead of Gwen.) 

——  
Ruby and Ben stood off to the side as medics and other Plumbers flooded the field. The carnage was over, it seemed. The Grimm has been completely vanquished, and there was no sign of them anywhere on the radars. So now it was damage control, picking up the pieces and making sure everyone still alive was well and accounted for. Ben himself had some bandages on him, especially since the huge scratch on his arm was looking fairly gross after all was said and done. 

“So,” he started, “you just one upped me on that Diamondhead fight with the Mech.”

“I did more than one up you,” Ruby laughed.

“True. Seriously though, I understand why you hid this part of your life,” Ben began. “Like, I got it before, but now it’s really starting to sink in. Seeing that giant Nevermore freaked the hell out of me.”

“Believe me, it did freak me out when I was younger,” Ruby replied. “Heck, my sister and I had an incident with one when we were younger. Thankfully my uncle was there to sort out the mess before it got uglier.”

Uglier? Ben thought as Max walked over.

“Well, thankfully no one noticed the giant Nevermore,” Max said, scratching the back of his head. “So I think we can take off quietly. I can’t express how proud I am of the both of you. Especially you, Ruby!” 

“Wait, you’re not mad at us for sneaking out?” Ruby questioned as Max beamed at them. .

“You actually gave me an excuse to do something I’ve been meaning to do for a long time,” he chuckled darkly.

“Oh my gosh, there you two are!” A tiny voice rang out. From across the way, Driba came in on a tiny motor scooter. He looked utterly exasperated and tired. “I thought you two had been gobbled up by the Grimm!”

“And that’s what I thought too,” Max snapped, his voice dripping with anger. “For you utter incompetence to maintain the base’s energy supplies, and watching over these two, I’m going to have to fire you.”

“N-no!” Driba pleaded. “I’ll do anything! Please!”

“Then pack up your things and leave.” 

Ben and Ruby had to agree; that was probably the best thing Max had said all summer. Driba walked off somberly as Max turned back to the kids.

“Now who wants some milkshakes?” Max smiled. “I know a good restaurant around here.”

“Me!” Ben and Ruby cheered.

“Last one to the Rustbucket pays for the food!” Ruby teased as she disappeared in a flash of red.

“Oh, you’re so on!” Ben jeered as he transformed into XLR8. And in a blue flash, he was gone, leaving Max behind.

Max shook his head and laughed to himself. “Well, looks like I’m paying.” He said as he walked back to the parking bay.

——  
Kevin breathed heavily as he hid underneath an underpass, the darkness of the night helping with his camouflage. The sirens of police cars lingered in the air but grew quieter as they drove away. He slumped against the wall and sharply exhaled. He was in the clear.

Or so he thought.

“Running from the law, are we?” A deep voice rumbled.

Kevin shot up and looked around the underpass. From out of the shadows, a red robotic drone walked out. On its head was a monitor of a figure.

Kevin frowned. “And who are you supposed to be, exactly?”

“Call me an ally,” the voice replied. “I’m curious in your abilities, human. Absorption of genetic material is an uncommon and powerful skill...perhaps you can help me take down the Omnitrix wielder.”

“What did he do to you?” Kevin questioned.

“Nothing of his own fault,” The voice answered. “But he has the key for my species' survival. My planet needs it's own hero.”

“As long as it’s in more responsible hands than Tennyson, I’m in.” Kevin smirked. “What’s your name?”

“Vilgax,” the voice replied. “Vilgax the Savior.”


End file.
